A1. “Smiling Phases” (5:08)
A2. “Sometimes in Winter” (3:08)
A3. “More and More” (3:03)
A4. “And When I Die” (4:04)
A5. “God Bless the Child” (5:57)
B1. “Spinning Wheel” (4:06)
B2. “You’ve Made Me So Very Happy” (4:18)
B3. “Blues- Part II” (11:55)
Dick Halligan — arranging, soloist, organ, piano, flute, trombone, vocals, chorus
Fred Lipsius — arranging, soloist, alto saxophone, piano
Steve Katz — soloist, vocals, songwriter, guitar, harmonica
Jerry Hyman — soloist, trumpet, recorder
Lew Soloff — soloist, trumpet, flugelhorn
Jim Fielder — soloist, bass
Bobby Colomby — soloist, drums, percussion, vocals, chorus
David Clayton-Thomas — lyrics, songwriter, lead vocals
Chuck Winfield — trumpet, flugelhorn
James William Guercio — producer
Blood, Sweat & Tears — arranging
Roy Halee — engineering
Fred Catero — engineering
Timothy Quay — cover art
Harris George — photography
Bob Cato — art
John Berg — design
Erik Satie — composer
Al Kooper — arranging
Alan Rubin — trumpet
Lucy Angle — sound effects
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