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SIDE 1:
1. I Got Some Help I Don't Need (B.B. King/D. Clark) - 5:42
2. Help The Poor (C. Singleton) - 3:30
3. Can't You Hear Me Talking To You? (B.B. King/D. Clark) - 3:19
4. Midnight (B.B. King) - 8:14

SIDE 2:
1. Sweet Sixteen (B.B. King/J. Josea) - 7:01
2. (I Believe) I've Been Blue Too Long (B.B. King/D. Clark) - 4:50
3. Lucille's Granny (B.B. King) - 7:53

SIDE 1:
1. I Got Some Help I Don't Need (B.B. King/D. Clark) - 5:42
2. Help The Poor (C. Singleton) - 3:30
3. Can't You Hear Me Talking To You? (B.B. King/D. Clark) - 3:19
4. Midnight (B.B. King) - 8:14

SIDE 2:
1. Sweet Sixteen (B.B. King/J. Josea) - 7:01
2. (I Believe) I've Been Blue Too Long (B.B. King/D. Clark) - 4:50
3. Lucille's Granny (B.B. King) - 7:53
:
B.B. King vocals, guitar
Jesse Ed Davis guitar, slide guitar (A1, A4, B2, B3)
Joe Walsh guitar (A1, A4, B3)
Mel Brown guitar (A2, B1)
Randy Wolfe guitar (A3, B2)
Taj Mahal guitar (B2 - ), harmonica (A3)
Paul Harris piano (A1, B2)
Victor Feldman piano (A1, A4, B3), congas (A2, A3)
Ron Levy piano (A2, B1)
Clifford Coulter piano (A3), tambourine (A2)
John Turk Hammond organ (A3)
Bryan Garofalo bass guitar (A1, B2)
Wilbert Freeman bass guitar (A2, B1)
Ron Brown Fender bass guitar (A3, A4, B3)
Bob Morin drums (A1, B2)
Sonny Freeman drums (A2, B1)
Earl Palmer drums (A3, A4, B3)
Sandy Konikoff tambourine (B3)
Bobby Bryant trumpet (A1, B3)
John Browning trumpet (A2, B1)
Red Callender tuba (A1, B2, B3)
Joseph Burton trombone (A2, B1)
Red Holloway tenor saxophone (A1, B3)
Louis Hubert tenor saxophone (A2, B1)
Plas Johnson baritone saxophone (A1, B3)
Earl Turbinton, Jr. alto saxophone (A2, B1)
Horn arrangement by Jimmy Bond

:
Produced by Ed Michel
Recording enginer: Phil Schier, assisted by Lee Klefer
Mixing enginer: Baker Bigsby, The Village Recorder, Los Angeles
Photography & design: Phillip Melnick
Special thanks to Doug Brand, assisted by Fred Breitberg of Universal Recordings, Chicago

:
B.B. King vocals, guitar
Jesse Ed Davis guitar, slide guitar (A1, A4, B2, B3)
Joe Walsh guitar (A1, A4, B3)
Mel Brown guitar (A2, B1)
Randy Wolfe guitar (A3, B2)
Taj Mahal guitar (B2 - ), harmonica (A3)
Paul Harris piano (A1, B2)
Victor Feldman piano (A1, A4, B3), congas (A2, A3)
Ron Levy piano (A2, B1)
Clifford Coulter piano (A3), tambourine (A2)
John Turk Hammond organ (A3)
Bryan Garofalo bass guitar (A1, B2)
Wilbert Freeman bass guitar (A2, B1)
Ron Brown Fender bass guitar (A3, A4, B3)
Bob Morin drums (A1, B2)
Sonny Freeman drums (A2, B1)
Earl Palmer drums (A3, A4, B3)
Sandy Konikoff tambourine (B3)
Bobby Bryant trumpet (A1, B3)
John Browning trumpet (A2, B1)
Red Callender tuba (A1, B2, B3)
Joseph Burton trombone (A2, B1)
Red Holloway tenor saxophone (A1, B3)
Louis Hubert tenor saxophone (A2, B1)
Plas Johnson baritone saxophone (A1, B3)
Earl Turbinton, Jr. alto saxophone (A2, B1)
Horn arrangement by Jimmy Bond

:
Produced by Ed Michel
Recording enginer: Phil Schier, assisted by Lee Klefer
Mixing enginer: Baker Bigsby, The Village Recorder, Los Angeles
Photography & design: Phillip Melnick
Special thanks to Doug Brand, assisted by Fred Breitberg of Universal Recordings, Chicago

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