| A1	Sweet Maxine Arranged By [Horns] - Paul Riser
 Written-By Simmons, Johnston
 A2	Neal's Fandango
 Written-By Patrick Simmons
 A3	Texas Lullaby
 Arranged By [Strings] - Nick DeCaro
 Written-By Tom Johnston
 A4	Music Man
 Arranged By [Strings, Horns] - Curtis Mayfield
 Orchestrated By Richard Tufo
 Written-By Tom Johnston
 A5	Slat Key Soquel Rag
 Written-By Patrick Simmons
 B1	Take Me In Your Arms
 Arranged By [Strings, Horns] - Paul Riser
 Congas - Bobbye Hall Porter
 Vocals - Jessica Smith, Sherlie Matthews, Venetta Fields
 Written-By Holland-Dozier-Holland
 B2	I Cheat The Hangman
 Arranged By [Strings] - Nick DeCaro
 Trumpet - Conte Condoli, Pete Condoli
 Vocals - Maria Muldaur
 Written-By Patrick Simmons
 B3	Precis
 Written-By Jeff Baxter
 B4	Rainy Day Crossroad Blues
 Arranged By [Strings] - Nick DeCaro
 Concertmaster - Harry Bluestone
 Guitar [Bottleneck] - Ry Cooder
 Written-By Tom Johnston
 B5	I Been Workin' On You
 Drums, Percussion - Carl Himmle
 Vocals - Jessica Smith, Sherlie Matthews, Venetta Fields
 Written-By Tom Johnston
 B6	Double Dealin' Four Flusher
 Arranged By [Horns] Paul Riser
 Written-By Patrick Simmons
 
 Featuring - Jeff "Skunk" Baxter, John Hartman, Keith Knudsen, Patrick Simmons, Tiran Porter, Tom Johnston
 Keyboards - Bill Payne
 Marimba, Percussion - Victor Feldman
 Producer - Ted Templeman
 
 Recorded and mastered at Warner Bros. Recording Studios, N. Hollywood.
 Additional recording at The Burbank Studios, Burbank;
 Curtom Studios, Chicago;
 The Record Plant, Sausalito.
 "I Been Workin' On You" recorded at Creative Workshop, Nashville.
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