| # | Title | Rating | Length |
|---|
| 1 | Variations on a Theme by Erik Satie (1st and 2nd Movements, Adapted From “Trois Gymnopedies”) | | 2:30 |
| 2 | Smiling Phases | | 5:11 |
| 3 | Sometimes in Winter | 3 | 3:09 |
| 4 | More and More | | 3:04 |
| 5 | And When I Die | 4 | 4:06 |
| 6 | God Bless the Child | 4 | 5:56 |
| 7 | Spinning Wheel | 4 | 4:08 |
| 8 | You’ve Made Me So Very Happy- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius
- bass:
- Jim Fielder
- drums (drum set) and percussion:
- Bobby Colomby
- flugelhorn and trumpet:
- Lew Soloff and Chuck Winfield
- flute, organ, piano and trombone:
- Dick Halligan
- guitar and harmonica:
- Steve Katz
- recorder and trombone:
- Jerry Hyman
- lead vocals:
- David Clayton‐Thomas
- vocals:
- Bobby Colomby, Dick Halligan and Steve Katz
- arranger:
- Blood, Sweat & Tears, Al Kooper and Fred Lipsius
- phonographic copyright (℗) by:
- Sony Music Entertainment Inc. (in 1969)
- cover recording of:
- You’ve Made Me So Very Happy
- writer:
- Berry Gordy, Jr., Brenda Holloway Davis, Patrice Yvonne Holloway and Frank Wilson
- publisher:
- Stone Agate Music Division
- recording of:
- You’ve Made Me So Very Happy
- writer:
- Berry Gordy, Jr., Brenda Holloway Davis, Patrice Yvonne Holloway and Frank Wilson
- publisher:
- Stone Agate Music Division
| 5 | 4:19 |
| 9 | Blues, Part II | | 11:43 |
| 10 | Variations on a Theme by Erik Satie (1st Movement, Adapted From “Trois Gymnopedies”) | | 1:40 |
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