1. 12 Swing (2:52) by L. V. Hayes
2. Takin' A Chance (3:54) by Bruce McCabe
3. Close To You (3:42)
4. E Jam (5:22) by Pat Hayes
5. The Darker Side (6:02) by Bruce McCabe
1. Checking On My Baby (3:00)
2. Tin Pan Alley (4:22)
3. Riding With Daddy (3:38)
4. Everything's Gonna Be Alright (5:16)
5. Lickin' Stick (4:48) Traditional, arranged by Pat Hayes.
Pat Hayes - Vocals, guitar, slide guitar, harp.
Larry Hayes - Guitar, 12 string guitar.
Bruce McCabe - Vocals, piano, organ.
Joe Sherohman - Bass.
Jim Novak - Drums.
Billy Shiell - Trumpet, flute.
Dick Perna - Tenor saxophone.
Steve Raitt - background vocals on 'Takin' A Chance'.
Bob "Bobo" Bingham - Guitar on 'Tin Pan Alley'.
Steve Kilbride - Organ on 'Takin' A Chance'.
Recorded, mixed at Sound 80 Studios, Minneapolis, Minnesota and Moonsound Studios, Minneapolis, Minnesota.
Side Two recorded live at the Cabooze Bar, Minneapolis, Minnesota 12/15/78 by Steve Raitt.