| # | Title | Rating | Length |
|---|
| 1 | Hi-De-Ho | | 4:26 |
| 2 | I Love You More Than You'll Ever Know | 3.65 | 5:56 |
| 3 | Spinning Wheel- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Al Rubin (from 1968-10-07 until 1968-10-22) and Lew Soloff (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears and Fred Lipsius
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- recording of:
- Spinning Wheel (from 1968-10-07 until 1968-10-22)
- lyricist and composer:
- David Clayton‐Thomas
- publisher:
- EMI Blackwood Music Inc., EMI Songs Australia Pty. Ltd., Minnesingers Publishers, フジパシフィック音楽出版 SBK事業部 (until 2014-12-31) and フジパシフィックミュージック SBK事業部 (from 2015-01-01 to present)
| 4 | 4:03 |
| 4 | You've Made Me So Very Happy- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Lew Soloff (from 1968-10-07 until 1968-10-22) and Chuck Winfield (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears, Al Kooper and Fred Lipsius
- phonographic copyright (℗) by:
- Sony Music Entertainment Inc. (in 1969)
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- cover recording of:
- You’ve Made Me So Very Happy
- writer:
- Berry Gordy, Jr., Brenda Holloway Davis, Patrice Yvonne Holloway and Frank Wilson
- publisher:
- Stone Agate Music Division
- recording of:
- You’ve Made Me So Very Happy
- writer:
- Berry Gordy, Jr., Brenda Holloway Davis, Patrice Yvonne Holloway and Frank Wilson
- publisher:
- Stone Agate Music Division
| 5 | 4:17 |
| 5 | Smiling Phases- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Lew Soloff (from 1968-10-07 until 1968-10-22) and Chuck Winfield (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears, Dick Halligan, Al Kooper and Fred Lipsius
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- cover recording of:
- Smiling Phases
- lyricist and composer:
- Jim Capaldi, Steve Winwood and Chris Wood
- publisher:
- Songs of Kobalt Music Publishing
- recording of:
- Smiling Phases
- lyricist and composer:
- Jim Capaldi, Steve Winwood and Chris Wood
- publisher:
- Songs of Kobalt Music Publishing
| | 5:10 |
| 6 | And When I Die | 4 | 4:03 |
| 7 | Sometimes in Winter | 3 | 3:08 |
| 8 | Without Her | | 2:42 |
| 9 | I Can't Quit Her | 4.5 | 3:39 |
| 10 | Lucretia Mac Evil | 4 | 5:30 |
| 11 | Go Down Gamblin' | | 4:05 |
| 12 | Alone | | 5:31 |
| 13 | Down in the Flood | | 4:21 |
| 14 | More and More | | 3:04 |
| 15 | Over the Hill | | 4:21 |
| 16 | Hollywood | | 3:36 |
| 17 | Lisa Listen to Me | 3 | 3:00 |
| 18 | God Bless the Child | 4 | 5:52 |