| LP 1: | |
| Side A & B: | |
| 1. We Just Couldn't Say Goodbye (Woods) | |
| 2. There Ain't No Sweet Man That's Worth the Salt of My Tears (Fisher) | |
| 3. Just Like a Butterfly That's Caught in the Rain (Dixon/Woods) | |
| 4. You Know I Know Ev'rything's Made for Love (Sherman/Tobias/Johnson) | |
| 5. Glad Rag Doll (Ager/Dougherty/Yellen) | |
| 6. I'm A Little Mixed Up (James/Johnson) | |
| 7. Prairie Lullaby (Hill) | |
| - | |
| LP 2 | |
| Side C & D: | |
| 1. Here Lies Love (Rainger/Robin) | |
| 2. I Used to Love You But It's All Over Now (von Tilzer/Brown) | |
| 3. Let it Rain (Kendis/Dyson) | |
| 4. Lonely Avenue (Pomus) | |
| 5. Wide River to Cross (Miller/Miller) | |
| 6. When the Curtain Comes Down (Hoefle/Lewis/Sherman) | |
Diana
Krall - Vocals, Piano
Marc Ribot - Electric Guitar,
Acoustic Guitar, 6 String Bass and Banjo
T Bone Burnett -
Guitars
Howard Coward - Ukulele, Mandola, Tenor Guitar,
Harmony Vocals
Jay Bellerose - Drums
Dennis Crouch -
Bass
Bryan Sutton - Guitars
Colin Linden - Guitars,
Dobro)
Keefus Green - Keyboards, Mellotron