A1. “Darling” (2:38)
A2. “Don’t Ever Let Me Down” (2:16)
A3. “Love Is in Motion” (3:14)
A4. “Hey France” (2:50)
A5. “Please, Please” (4:55)
B1. “Changes Have Begun” (3:30)
B2. “Circles” (1:34)
B3. “Believe Me” (3:31)
B4. “Words” (2:21)
B5. “Top of the City” (2:58)
B6. “Down Time Blooze” (1:18)
B7. “What Comes After” (2:00)
B8. “Brother Louie” (3:55)
Ian Lloyd — bass, lead vocals, writer
Steve Love — guitar, sitar, vocals, bass, producer, writer
Bryan Madey — drums, percussion, writer
Michael Brown — piano, harpsichord, Mellotron, writer
Keith Harwood — engineer, writer
Bob Gruen — photography
Glen Christensen — art direction
Tom Upshur — illustration
Milton Sincoff — packaging
Stories — producer
Eddie Kramer — producer
Kenny Kerner — producer, arranger
Richie Wise — producer, arranger
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