A1 Babylon Sisters
Alto Saxophone, Tenor Saxophone, Clarinet – Tom Scott
Arranged By [Horns] – Rob Mounsey
Backing Vocals – Diva Grey*, Gordon Grody, Lani Groves, Leslie Miller, Patti Austin, Toni Wine
Bass – Chuck Rainey
Bass Clarinet – George Marge, Walter Kane*
Drums – Bernard Purdie
Electric Piano, Clavinet – Don Grolnick
Guitar – Steve Khan
Percussion – Crusher Bennett*
Trumpet, Flugelhorn – Randy Brecker
5:51
A2 Hey Nineteen
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
5:04
A3 Glamour Profession
Arranged By [Horns] – Tom Scott
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
7:28
B1 Gaucho
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
5:32
B2 Time Out Of Mind
Alto Saxophone – David Sanborn
Arranged By [Horns] – Rob Mounsey
Backing Vocals – Leslie Miller, Michael McDonald, Patti Austin, Valerie Simpson
Baritone Saxophone – Ronny Cuber*
Bass – Walter Becker
Drums – Rick Marotta
Electric Piano, Synthesizer – Donald Fagen
Guitar – Hugh McCracken, Walter Becker
Guitar [Solo] – Mark Knopfler
Piano – Rob Mounsey
Tenor Saxophone – Dave Tofani, Michael Brecker
Trumpet – Randy Brecker
4:10
B3 My Rival
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 – Nicholas Marrero*
Trombone – Wayne Andre
4:30
B4 Third World Man
Acoustic Guitar, Electric Guitar – Steve Khan
Bass – Chuck Rainey
Drums – Steve Gadd
Electric Piano – Joe Sample
Guitar [Solo] – Larry Carlton
Synthesizer – Rob Mounsey
5:14