1. Two Trains Runnin' (5:06) Traditional, arranged by Roy Alstad
2. Upper Mississippi Shakedown (3:48) by Pat Hayes and Bruce McCabe
3. Seven (2:40) by Bruce McCabe
4. Moonlight On The Broken Glass (4:20) by Bruce McCabe
5. Streets Around Here (3:30) by Pat Hayes and Larry Hayes
1. I'm So Shy (3:49) by Bruce McCabe
2. So Much (2:58) by Bruce McCabe
3. Party Train (2:56) by Larry Hayes
4. Cold, Broke & Hungry (3:34) by Pat Hayes
5. What Love Will Do (4:40) by Bruce McCabe
Pat Hayes - Harps, vocals.
Larry Hayes - Guitars, vocals.
Bruce McCabe - Keyboards, vocals.
Charlie Bingham - Guitars.
Terry Grant - Bass.
Jim Novak - Drums.
Jim Greenwell - Saxophone.
Rick O'Dell - Saxophone.
Danny L. & The Brewerettes - background vocals on 'Upper Mississippi Shakedown', 'So Much' and 'What Love Will Do'.
Steve Kilbride - Organ on 'Moonlight On The Broken Glass' and Rhythm guitar on 'I'm So Shy'.
Tom Heinig - Bass on 'Streets Around Here', 'I'm So Shy', 'So Much' and 'Cold, Broke & Hungry'.
Dave Salisbury - Classical guitar solo on 'Moonlight On The Broken Glass'.
Mike Nelson - Trombone on 'Streets Around Here'.
Recorded at Creation Audio, Bloomington, Minnesota.
Mixed at Creation Audio, Bloomington, Minnesota by Jack Daly and Steve Wiese.
Mastered at Disk Werks, Chicago, Illinois by Kevin Vogts.