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A1 Sail Away 2:56
A2 Lonely at the Top 2:35
A3 He Gives Us All His Love 1:53
A4 Last Night I Had a Dream 3:01
A5 Simon Smith and the Amazing Dancing Bear 2:00
A6 Old Man 2:42
B1 Political Science 2:00
B2 Burn On 2:33
B3 Memo to My Son 1:56
B4 Dayton, Ohio - 1903 1:47
B5 You Can Leave Your Hat On 3:18
B6 God's Song (That's Why I Love Mankind) 3:36
* Randy Newman - piano, arranger
* Ry Cooder - guitars on "Last Night I Had a Dream" & "You Can Leave Your Hat On"
* Russ Titelman - guitars
* Jim Keltner - drums
* Gene Parsons - drums
* Earl Palmer - drums
* Chris Ethridge - bass
* Wilton Felder - bass
* Jimmy Bond - bass
* Milt Holland - percussion
* Abe Most - alto saxophone on "Lonely at the Top"