| A1 | | Champagne CharlieArranged By – Leon Redbone Banjo, Washboard – Ken Whitely* Clarinet – Tom Evans Piano – Sammy Price Trumpet – Chris Whitely* Vocals, Acoustic Guitar – Leon Redbone | 2:52 |
| A2 | | Please Don’t Talk About Me When I’m GoneBacking Vocals [Background Vocals] – Chris Whitely*, Ken Whitely*, Tom Evans Banjo, Percussion – Ken Whitely* Clarinet, Ukulele [Ukelele] – Tom Evans Steel Guitar – Leon McAuliffe Trumpet – Chris Whitely* Violin – Julien Barber, Kathryn Kienke, Regis Iandiorio Vocals, Acoustic Guitar – Leon Redbone Written-By – Ben Palmer*, Sam Stett*, Sidney Clare | 2:52 |
| A3 | | Sweet Sue (Just You)Drums – Eddy Davis Tuba, Baritone Saxophone [Baritone Sax] – Vince Giordano Vocals, Acoustic Guitar, Whistling – Leon Redbone Written-By – Victor Young, Will Harris | 2:41 |
| A4 | | The One Rose (That’s Left In My Heart)Steel Guitar – Leon McAuliffe Vocals, Acoustic Guitar – Leon Redbone Written-By – Del Lyon, Lani McIntire | 4:32 |
| A5 | | Alabama JubileeCello – Kermit Moore Fiddle – Tom Evans Mandolin – Ken Whitely* Ocarina [Occarinas] – George Marge Trombone – Dennis Drurey Tuba – Jonathan Dorn Viola – Selwart Clarke Violin – Julien Barber, Kathryn Kienke, Regis Iandiorio Vocals, Acoustic Guitar – Leon Redbone Written-By – George Cobb, Jack Yellen | 1:42 |
| B1 | | Big Bad Bill (Is Sweet William Now)Acoustic Guitar [Acoustic Rhythm Guitar] – Ken Whitely* Clarinet – Tom Evans Piano – Sammy Price Trumpet – Chris Whitely* Vocals, Acoustic Guitar – Leon Redbone Written-By – Jack Yellen, Milton Ager | 3:15 |
| B2 | | Yearning (Just For You)Bass Harmonica – Chris Whitely* Cello – Kermit Moore Piano – Ken Whitely* Tuba – Jonathan Dorn Viola – Selwart Clarke Violin – Kathryn Kienke Vocals, Acoustic Guitar – Leon Redbone Written-By – Benny Davis, Joe Burke (3) | 2:48 |
| B3 | | If Someone Would Only Love MeAcoustic Guitar – Ken Whitely* Humming, Acoustic Guitar – Leon Redbone Trumpet, Bass Harmonica – Chris Whitely* Tuba – Jonathan Dorn Written-By – Ferdinand «Jelly Roll» Morton* | 3:31 |
| B4 | | I Hate A Man Like YouVocals, Acoustic Guitar – Leon Redbone Written-By – Ferdinand «Jelly Roll» Morton* | 3:41 |
| B5 | | T.B. BluesPiano – Eurreal «Little Brother» Montgomery* Vocals, Acoustic Guitar, Piano – Leon Redbone Written-By – Jimmie Rodgers | 3:56 |
