Track listing

1. "Fun Time" (Allen Toussaint
   Allen Toussaint
   Allen Toussaint is an American musician, composer, record producer, and influential figure in New Orleans R&B.Many of Toussaint's songs have become familiar through numerous cover versions, including "Working in the Coalmine", "Ride Your Pony", "Fortune Teller", "Play Something Sweet ", "Southern...
   
   ) - 2:39
2. "Watching the River Flow
   Watching the River Flow
   "Watching the River Flow" is a blues song by Bob Dylan that was first released as an independent single. It was recorded during the March 16–18 sessions at the Blue Rock Studios in New York City, and was produced by Leon Russell. The recording was first issued as a single on June 3, 1971, backed...
   
   " (Bob Dylan
   Bob Dylan
   Bob Dylan is an American singer-songwriter, musician, poet, film director and painter. He has been a major and profoundly influential figure in popular music and culture for five decades. Much of his most celebrated work dates from the 1960s when he was an informal chronicler and a seemingly...
   
   ) - 3:16
3. "Boogie Baby" (Phil Driscoll
   Phil Driscoll
   Phil Driscoll is a contemporary Christian singer, composer, and perhaps best known for his trumpet playing. He has a music and speaking ministry. Driscoll won a Best Gospel Performance Grammy Award in 1984 for a duet with Debby Boone on "Keep the Fire Burning", and has been nominated for two...
   
   ) - 3:51
4. "A Whiter Shade Of Pale
   A Whiter Shade of Pale
   "A Whiter Shade of Pale" is the debut song by the British band Procol Harum, released 12 May 1967. The single reached number one in the UK Singles Chart on 8 June 1967, and stayed there for six weeks. Without much promotion, it reached #5 on the US charts, as well...
   
   " (Gary Brooker
   Gary Brooker
   Gary Brooker, MBE, is an English singer, songwriter, pianist and founder of the rock band Procol Harum. Brooker was appointed Member of the Order of the British Empire in the Queen's Birthday Honours on 14 June 2003, in recognition of his charitable services.-Early life:Brooker was born in...
   
   , Keith Reid
   Keith Reid
   Keith Reid is a songwriter who wrote the lyrics of every Procol Harum song that is not a cover...
   
   , Matthew Fisher
   Matthew Fisher
   Matthew Fisher is an English organist and singer-songwriter, and was responsible for the organ sound on the 1967 single, "A Whiter Shade of Pale" by Procol Harum.-Biography:...
   
   ) - 5:27
5. "I Can't Say No" (John Bettis
   John Bettis
   John Bettis is an American lyricist who has co-written many famous popular songs over the years. In 2011, John was inducted into both the Songwriters Hall of Fame as well as the Nashville Songwriters Hall of Fame....
   
   , Daniel Moore
   Daniel Moore (Musician)
   Daniel Moore is an American musician, singer and songwriter.He co-wrote the song "My Maria" with B. W. Stevenson. Recorded by the latter, the song was a pop hit in 1973. Moore also wrote the song "Shambala", a song which was a hit for both B. W. Stevenson and Three Dog Night that same year...
   
   ) - 2:51
6. "Southern Lady" (Phil Driscoll) - 3:16
7. "I Know (You Don’t Want Me No More)" (Barbara George
   Barbara George
   Barbara George was an American R&B singer and songwriter.Born Barbara Ann Smith, she was raised in New Orleans and began singing in a church choir. She was discovered by singer Jessie Hill, who recommended her to record producer, Harold Battiste...
   
   ) - 3:08
8. "What You Did To Me Last Night" (Bettye Crutcher) - 3:28
9. "Lady Put The Lights Out" (Guy Fletcher
   Guy Fletcher
   Guy Wilson Fletcher is an English multi-instrumentalist, best known for his position as the keyboardist in the British rock band Dire Straits from 1984 until the group's dissolution, and his involvement in nearly every part of Mark Knopfler's solo work to date.-Biography:Fletcher was born into a...
   
   , Doug Flett) - 4:46
10. "Wasted Years" (Phil Driscoll) - 4:49
11. "I Heard It Through The Grapevine
    I Heard It through the Grapevine
    "I Heard It Through the Grapevine" is a landmark song in the history of Motown. Written by Norman Whitfield and Barrett Strong in 1966, the single was first recorded by Smokey Robinson & the Miracles...
    
    " (Norman Whitfield
    Norman Whitfield
    Norman Jesse Whitfield was an American songwriter and producer, best known for his work with Berry Gordy's Motown label during the 1960s...
    
    , Barrett Strong
    Barrett Strong
    Barrett Strong is an American singer and songwriter. Strong was the first artist to record a hit for Motown, although he is best remembered for his work as a songwriter, particularly in association with producer Norman Whitfield.-His career:Strong was among the first artists signed to Berry...
    
    ) - 4:29

Personnel

• Joe Cocker - vocals, harmonica
• Marcus Belgrave - trumpet
• Donny Hathaway
  Donny Hathaway
  Donny Edward Hathaway was an American soul singer-songwriter and musician. Hathaway contracted with Atlantic Records in 1969 and with his first single for the Atco label, "The Ghetto, Part I" in early 1970, Rolling Stone magazine "marked him as a major new force in soul music."His collaborations...
  
   - keyboards
• David Hood
  David Hood
  David Hood , is a bassist from Muscle Shoals, Alabama. He also plays the trombone and is a member of the Alabama Music Hall of Fame....
  
   - bass
• Harvey Thompson - tenor saxophone
• Dr. John
  Dr. John
  Malcolm John "Mac" Rebennack, Jr. , better known by the stage name Dr. John , is an American singer-songwriter, pianist and guitarist, whose music combines blues, pop, jazz as well as Zydeco, boogie woogie and rock and roll.Active as a session musician since the late 1950s, he came to wider...
  
   - keyboards
• Clydie King - vocals
• Roger Hawkins
  Roger Hawkins
  Roger G Hawkins , is an American drummer best known for playing as part of the studio backing band known as The Muscle Shoals Rhythm Section of Alabama...
  
   - drums
• Richard Tee
  Richard Tee
  Richard Tee was a pianist, studio musician, singer and arranger.Tee graduated from the High School of Music and Art and attended the Manhattan School of Music. Though better known as a studio and session musician, Tee led a jazz ensemble, the Richard Tee Committee, and was a founding member of the...
  
   - keyboards
• Billy Preston
  Billy Preston
  William Everett "Billy" Preston was a musician who gained notoriety and fame, first as a session musician for the likes of Sam Cooke, Ray Charles and The Beatles, and later finding fame as a solo artist with hits such as "Space Race", "Will It Go Round in Circles" and "Nothing from...
  
   - keyboards
• Cornell Dupree
  Cornell Dupree
  Cornell Luther Dupree was an American jazz and R&B guitarist. He worked at various times with Bill Withers, Donny Hathaway, King Curtis and Steve Gadd, appeared on David Letterman, and wrote a book on soul and blues guitar: Rhythm and Blues Guitar ISBN 0-634-00149-3...
  
   - guitar
• Leroy Cooper - baritone saxophone
• Allen Toussaint
  Allen Toussaint
  Allen Toussaint is an American musician, composer, record producer, and influential figure in New Orleans R&B.Many of Toussaint's songs have become familiar through numerous cover versions, including "Working in the Coalmine", "Ride Your Pony", "Fortune Teller", "Play Something Sweet ", "Southern...
  
   - keyboards
• George Terry
  George Terry
  George E. Terry is an American blues rock and rock and roll guitarist most known for his live and studio work with Eric Clapton during the 1970s and studio work with a long list of artists...
  
   - guitar
• Ronnie Eades - baritone saxophone
• Pete Carr - guitar
• Howard Hersh - bass
• Chuck Rainey
  Chuck Rainey
  Chuck Rainey, is an American bass guitar session musician, known for playing with many well-known American musicians and acts, including Donald Byrd, Steely Dan, Quincy Jones, and Aretha Franklin.-Biography:Rainey's youthful pursuits included violin, piano and trumpet...
  
   - bass
• Jimmy Johnson
  Jimmy Johnson (musician)
  Jimmy Johnson is an American a member of the Muscle Shoals Rhythm Section that was attached to FAME Studios in Muscle Shoals, Alabama for a period in the 1960s and 1970s, and later was the a founder of Muscle Shoals Sound Studio located at first on 3614 Jackson Highway in Sheffield, Alabama and at...
  
   - guitar
• Larry Byrom - guitar
• Ann Lang - vocals
• Joey Murcia - guitar
• Kenneth "Afro" Williams - percussion
• Rick Danko
  Rick Danko
  Richard Clare "Rick" Danko was a Canadian musician and singer, best known as a member of The Band.-Early years :...
  
   - bass on "I Heard It Through the Grapevine"
• Charles Rose - horn
• Philip Guilbeau - trumpet
• Bobby Keys
  Bobby Keys
  Bobby Keys is an American saxophone player, and has performed with other musicians as a member of one of the notable horn sections of the 1970s. He appears on albums by The Rolling Stones, The Who, Harry Nilsson, Delaney Bramlett, George Harrison's All Things Must Pass, Eric Clapton and Joe...
  
   - tenor saxophone on "Boogie Baby"
• Harrison Calloway, Jr. - trumpet
• John Riley - drums
• Barry Beckett
  Barry Beckett
  Barry Edward Beckett was a keyboardist who worked as a session musician with several notable artists on their studio albums...
  
   - keyboards
• Mitch Chakour - guitar, piano
• Felix "Flaco" Falcon - percussion
• Hank Crawford
  Hank Crawford
  Bennie Ross "Hank" Crawford, Jr. was an American R&B, hard bop, jazz-funk, soul jazz alto saxophonist, arranger and songwriter...
  
   - alto saxophone
• Gary Brown - tenor saxophone
• Wayne Jackson - trumpet
• Charles Rose - trombone
• David "Fathead" Newman - tenor saxophone
• Steve Gadd
  Steve Gadd
  Steve Gadd is an American session and studio drummer, notable for his work with popular musicians from a wide range of genres.-Biography:...
  
   - drums
• Cliff Goodwin - guitar
• Randy McCormick - Fender Rhodes
• Clyde Kerr - trumpet
• Randy McCormick - keyboards
• Mona Lisa Young - vocals
• Bernard "Pretty" Purdie - drums
• William Gazecki
  William Gazecki
  William Gazecki is a documentary filmmaker and former sound mixer best known for his Academy Award-nominated and News & Documentary Emmy Award winning film WACO: The Rules of Engagement...
  
  - engineer