01 - Babylon Sisters 5:51
Arranged By [Horns] - Rob Mounsey / Bass - Chuck Rainey / Bass Clarinet - George Marge, Walter Kane
Backing Vocals - Diva Gray, Gordon Grody, Lani Groves, Leslie Miller, Patti Austin, Toni Wine
Drums - Bernard Purdie / Electric Piano, Clavinet - Don Grolnick / Guitar - Steve Khan
Percussion - Crusher Bennett / Tenor Saxophone, Alto Saxophone, Clarinet - Tom Scott
Trumpet, Flugelhorn - Randy Brecker
02 - Hey Nineteen 5:04
Backing Vocals - Frank Floyd, Zack Sanders / Bass - Walter Becker / Drums - Rick Marotta
Electric Piano, Synthesizer - Donald Fagen / Guitar - Hugh McCracken, Walter Becker
Percussion - Steve Gadd, Victor Feldman
03 - Glamour Profession 7:28
Backing Vocals - Frank Floyd, Leslie Miller, Valerie Simpson, Zack Sanders / Bass - Anthony Jackson
Drums - Steve Gadd / Electric Piano, Synthesizer - Donald Fagen / Guitar - Steve Khan
Percussion - Ralph McDonald / Piano - Rob Mounsey / Tenor Saxophone - Michael Brecker
Tenor Saxophone, Lyricon - Tom Scott
04 - Gaucho 5:32
Arranged By [Horns] - Tom Scott / Backing Vocals - Leslie Miller, Patti Austin, Valerie Simpson
Bass - Walter Becker / Drums - Jeff Porcaro / Electric Piano, Synthesizer - Donald Fagen
Guitar - Steve Khan / Guitar [Solo] - Walter Becker / Percussion - Crusher Bennett
Piano - Rob Mounsey / Tenor Saxophone - Tom Scott / Trumpet - Randy Brecker
05 - Time Out Of Mind 4:10
Alto Saxophone - David Sanborn / Arranged By [Horns] - Rob Mounsey / Baritone Saxophone - Ronnie Cuber
Backing Vocals - Leslie Miller, Michael McDonald, Patti Austin, Valerie Simpson / Bass - Walter Becker
Drums - Rick Marotta / Electric Piano, Synthesizer - Donald Fagen / Guitar [Solo] - Mark Knopfler
Guitar - Hugh McCracken, Walter Becker / Guitar [Solo] - Mark Knopfler / Piano - Rob Mounsey
Tenor Saxophone - Dave Tofani, Michael Brecker / Trumpet - Randy Brecker
06 - My Rival 4:30
Arranged By [Horns] - Tom Scott / Backing Vocals - Frank Floyd, Valerie Simpson, Zack Sanders
Bass - Anthony Jackson / Drums - Steve Gadd / Electric Piano - Patrick Rebillot
Flugelhorn - Randy Brecker / Guitar - Hiram Bullock, Rick Derringer / Guitar [Solo] - Steve Khan
Organ, Synthesizer - Donald Fagen / Percussion - Ralph McDonald / Tenor Saxophone - Michael Brecker
Tenor Saxophone, Lyricon - Tom Scott / Timbales - Nicky Marrero / Trombone - Wayne Andre
07 - Third World Man 5:14
Bass - Chuck Rainey / Drums - Steve Gadd / Electric Guitar, Acoustic Guitar - Steve Khan
Electric Piano - Joe Sample / Guitar [Solo] - Larry Carlton / Synthesizer - Rob Mounsey