1. Upper Mississippi Shakedown (3:48) by Pay Hayes and Bruce McCabe
2. E Jam (5:22) by Pat Hayes
3. Takin' A Chance (3:54) by Bruce McCabe
4. Keep On Drivin' (3:20) by Bruce McCabe and Charlie Bingham
5. Lost In The Shuffle (2:30) by Bruce McCabe
6. Take Out Some Insurance (2:50)
7. Tell Me What Her Name Is (5:45) by Bruce McCabe
8. Lickin' Stick** (4:48) Traditional, arranged by Pat Hayes
9. Route 66* (3:30)
10. The Darker Side (6:02) by Bruce McCabe
11. Two Trains Runnin' (5:06) Traditional, arranged by Roy Alstad
12. Oughta Be A Law (3:20) by Bruce McCabe
13. Workin' For Rosie (3:20) by Bruce McCabe
14. Seven (2:40) by Bruce McCabe
15. (Ain't Nobody Here But Us) Chickens (3:20)
Pat Hayes - Harps, guitars, vocals.
Larry Hayes - Guitars, vocals.
Bruce McCabe - Keyboards, vocals.
Charlie Bingham - Guitars.
Joe Sherohman - Bass.
Mick Masoff - Bass.
Terry Grant - Bass.
Jim Novak - Drums.
Gordy Knutson - Drums.
Jim Greenwell - saxophone.
Rick O'Dell - saxophone.
Billy Shiell - Trumpet, flute.
Dick Perna - Tenor saxophone.
Larry McCabe - Trombone.
Tom Burnevik - Tenor and Baritone saxophones.
Joe Chandler - Tenor and Soprano saxophones.
Steve Kilbride - Organ.
Steve Raitt - background vocals on 'Takin' a Chance'.
Danny L. and The Brewerettes - background vocals.
Additional horns on - 'Take Out Some Insurance' by Peter Masters, Tim Sullivan.
*Live Recording at The St. Croix Boom Company, Stillwater, Minnesota.
**Live Recording at The Cabooze Bar, Minneapolis, Minnesota.