| 1. Berlin  3:24 |  | 
    
    | 2. Lady Day  3:39 |  | 
    
    | 3. Men of Good Fortune  4:38 |  | 
    
    | 4. Caroline Says I  3:57 |  | 
    
    | 5. How Do You Think It Feels  3:43 |  | 
    
    | 6. Oh, Jim  5:14 |  | 
    
    | 7. Caroline Says II  4:13 |  | 
    
    | 8. The Kids  7:54 |  | 
    
    | 9. The Bed  5:51 |  | 
    
    | 10. Sad Song  6:56 |  | 
    
    
  
            
           
          
          
          
            
            
          
          
            
      Lou 
      Reed 
      - vocals, acoustic guitar
Bob Ezrin - piano, mellotron
Michael 
      Brecker - tenor sax
Randy Brecker - trumpet
Jack 
      Bruce - bass; except "Lady Day" & "The Kids"
Aynsley 
      Dunbar - drums; except "Lady Day" & "The Kids"
Steve 
      Hunter - electric guitar
Tony Levin - bass on "The Kids"
Allan 
      Macmillan - piano on "Berlin"
Gene Martynec - 
      acoustic guitar, synthesizer and vocal arrangement on "The Bed," bass on 
      "Lady Day"
Jon Pierson - bass trombone
Dick 
      Wagner - background vocals & electric guitar
Blue Weaver 
      - piano on "Men of Good Fortune"
B.J. Wilson - drums 
      on "Lady Day" & "The Kids"
Steve Winwood 
      - organ & harmonium
Bob Ezrin, Dennis Ferrante, Steve Hyden, 
      Elizabeth March, Lou Reed, Dick Wagner - choir