1. What Can I Say - 2:59
2. Georgia - 3:54
3. Jump Street - 5:10
4. What Do You Want the Girl to Do - 3:49
5. Harbor Lights - 5:55
6. Lowdown - 5:15
7. It's Over - 2:48
8. Love Me Tomorrow - 3:14
9. Lido Shuffle - 3:40
10. We're All Alone - 4:10

Boz Scaggs - Guitar, Vocals, Vocals (bckgr)
Plas Johnson - Horn, Saxophone, Sax (Tenor), Tenor (Vocal)
Tom Scott - Horn
Bud Shank - Horn, Saxophone
Les Dudek - Guitar, Slide Guitar
Louie Shelton - Guitar (Acoustic), Guitar, Slide Guitar
Chuck Findley - Flugelhorn, Horn
Jim Horn - Horn, Sax (Tenor)
Paul Hubinon - Horn
David Hungate - Bass
David Paich - Synthesizer, Arranger, Keyboards, Moog Synthesizer, Arp, Mini Moog
Jeff Porcaro - Percussion, Drums, Timbales
Bud Shanks - Saxophone
Fred Tackett - Guitar, Guitar (Rhythm)