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SIDE ONE:
1. "Changing of the Guards" – 6:36
2. "New Pony" – 4:28
3. "No Time to Think" – 8:19
4. "Baby, Stop Crying" – 5:17
SIDE TWO:
1. "Is Your Love in Vain?" – 4:30
2. "Señor (Tales of Yankee Power)" – 5:42
3. "True Love Tends to Forget" – 4:14
4. "We Better Talk This Over" – 4:04
5. "Where Are You Tonight? (Journey Through Dark Heat)" – 6:16

SIDE ONE:
1. "Changing of the Guards" – 6:36
2. "New Pony" – 4:28
3. "No Time to Think" – 8:19
4. "Baby, Stop Crying" – 5:17
SIDE TWO:
1. "Is Your Love in Vain?" – 4:30
2. "Señor (Tales of Yankee Power)" – 5:42
3. "True Love Tends to Forget" – 4:14
4. "We Better Talk This Over" – 4:04
5. "Where Are You Tonight? (Journey Through Dark Heat)" – 6:16
:
Bob Dylan – lead vocals, rhythm electric guitar
Ian Wallace – drums
Jerry Scheff – bass guitar
Billy Cross – lead electric guitar
Alan Pasqua – keyboards
Bobbye Hall – percussion
Steve Douglas – tenor and soprano saxophone
Steven Soles – rhythm guitar and background vocals
David Mansfield – violin and mandolin
Carolyn Dennis – background vocals
Jo Ann Harris – background vocals
Helena Springs – background vocals
Steve Madaio – trumpet on "Is Your Love in Vain?"

:
Don de Vito – "Captain in Charge" (titles as listed in album lining)
Arthur Rosato – "Second in Command"
Mary Alice Artes – "Queen Bee"
Ava Megna – "Secretary of Goodwill"
Larry Kegan – "Champion of All Causes"
Biff Dawes – engineer
Stan Kalina – mastering engineer at CBS Recording Studios in New York City
Michael H. Brauer and Ryan Hewitt – remixing engineers (1999)
Recorded by Filmways/Heider at Rundown Studios in Santa Monica, California

:
Bob Dylan – lead vocals, rhythm electric guitar
Ian Wallace – drums
Jerry Scheff – bass guitar
Billy Cross – lead electric guitar
Alan Pasqua – keyboards
Bobbye Hall – percussion
Steve Douglas – tenor and soprano saxophone
Steven Soles – rhythm guitar and background vocals
David Mansfield – violin and mandolin
Carolyn Dennis – background vocals
Jo Ann Harris – background vocals
Helena Springs – background vocals
Steve Madaio – trumpet on "Is Your Love in Vain?"

:
Don de Vito – "Captain in Charge" (titles as listed in album lining)
Arthur Rosato – "Second in Command"
Mary Alice Artes – "Queen Bee"
Ava Megna – "Secretary of Goodwill"
Larry Kegan – "Champion of All Causes"
Biff Dawes – engineer
Stan Kalina – mastering engineer at CBS Recording Studios in New York City
Michael H. Brauer and Ryan Hewitt – remixing engineers (1999)
Recorded by Filmways/Heider at Rundown Studios in Santa Monica, California

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