Side one

1. "Your City Is Falling" (Dave Quincy) – 5:04
2. "Sunday Sad" (Dick Morrissey) – 8:18
3. "Tarmac T. Pirate and the Lonesome Nymphomaniac" (John Mealing, Preston) – 5:12

Side two

1. "I Couldn't Write and Tell You" (Dave Quincy) – 8:23
2. "Shadows and Echoes" (Margaret Busby, Lionel Grigson) – 4:24
3. "Song for Elsa, Three Days Before Her 25th Birthday" (J. W. Hodkinson) – 5:11

Credits

• Dennis Elliott
  Dennis Elliott
  Dennis Leslie Eliott is most famous as the drummer who played for Foreigner from 1976 to 1992. In later years he became a professional sculptor.-Life and careers:...
  
   – drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  
• J.W. Hodkinson – vocals
  Singing
  Singing is the act of producing musical sounds with the voice, and augments regular speech by the use of both tonality and rhythm. One who sings is called a singer or vocalist. Singers perform music known as songs that can be sung either with or without accompaniment by musical instruments...
  
  , percussion
• John Mealing
  John Mealing
  John Mealing is a keyboards player, composer and arranger.After leaving the Don Rendell-Ian Carr Quintet in the late-Sixties, he joined the pioneering British jazz-rock band If until they came off the road in 1972...
  
   – organ
  Organ (music)
  The organ , is a keyboard instrument of one or more divisions, each played with its own keyboard operated either with the hands or with the feet. The organ is a relatively old musical instrument in the Western musical tradition, dating from the time of Ctesibius of Alexandria who is credited with...
  
  , electric piano
  Electric piano
  An electric piano is an electric musical instrument.Electric pianos produce sounds mechanically and the sounds are turned into electrical signals by pickups. Unlike a synthesizer, the electric piano is not an electronic instrument, but electro-mechanical. The earliest electric pianos were invented...
  
  , backing vocals
• Dick Morrissey
  Dick Morrissey
  Richard Edwin "Dick" Morrissey was a British jazz musician and composer. He played the tenor sax, soprano sax and flute.- Background :...
  
   – tenor saxophone
  Tenor saxophone
  The tenor saxophone is a medium-sized member of the saxophone family, a group of instruments invented by Adolphe Sax in the 1840s. The tenor, with the alto, are the two most common types of saxophones. The tenor is pitched in the key of B, and written as a transposing instrument in the treble...
  
  , soprano saxophone
  Soprano saxophone
  The soprano saxophone is a variety of the saxophone, a woodwind instrument, invented in 1840. The soprano is the third smallest member of the saxophone family, which consists of the soprillo, sopranino, soprano, alto, tenor, baritone, bass, contrabass and tubax.A transposing instrument pitched in...
  
  , flute
  Flute
  The flute is a musical instrument of the woodwind family. Unlike woodwind instruments with reeds, a flute is an aerophone or reedless wind instrument that produces its sound from the flow of air across an opening...
  
  
• Dave Quincy – tenor saxophone, alto saxophone
  Alto saxophone
  The alto saxophone is a member of the saxophone family of woodwind instruments invented by Belgian instrument designer Adolphe Sax in 1841. It is smaller than the tenor but larger than the soprano, and is the type most used in classical compositions...
  
  , flute
• Jim Richardson
  Jim Richardson (musician)
  James Anthony Jim "Jimbo" Richardson born 16 February 1941, Tottenham, London, is a British jazz bassist and session musician.An original member of pioneering British jazz-rock band, If , he went on to doing intensive session and studio work...
  
   – bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Terry Smith
  Terry Smith (British jazz guitarist)
  Terence 'Terry' Smith is a British Jazz guitarist.-Biography:Twice winner of the Melody Maker Music Polls, Smith spent the early 1960s playing with the Tony Lee Trio, before becoming Scott Walker's musical director and accompanying The Walker Brothers on their Japan tour in 1968...
  
   – guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...