1 Variations On A Theme By Erik Satie (1st And 2nd Movements Adapted From "Trois Gymnopédies") 2:35
2 Smiling Phases 5:11
3 Sometimes In Winter 3:09
4 More And More 3:04
5 And When I Die 4:06
6 God Bless The Child 5:55
7 Spinning Wheel 4:08
8 You've Made Me So Very Happy 4:19
9 Blues - Part II 11:44
10 Variations On A Theme By Erik Satie (1st Movement Adapted From "Trois Gymnopédies) 1:49
11 More And More (Live) 4:37
12 Smiling Phases (Live) 18:43
Alto Saxophone, Piano - Fred Lipsius
Backing Vocals - Bobby Colomby, Dick Halligan
Bass - Jim Fielder
Drums, Percussion, Vocals - Bobby Colomby
Guitar, Harmonica, Vocals - Steve Katz
Lead Vocals - David Clayton-Thomas
Organ, Piano, Flute, Trombone, Vocals - Dick Halligan
Producer - James William Guercio
Producer - Bob Irwin
Trombone, Recorder - Jerry Hyman
Trumpet, Flugelhorn - Chuck Winfield, Lew Soloff