A1 | Milk Cow Blues | 4:30 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Harmonica - Mickey Raphael | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Francine Reed | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Kokomo Arnold | |
A2 | Outskirts Of Town | 2:56 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Keb' Mo' | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - W. Weldon | |
A3 | Black Night | 5:22 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Electric Organ [B-3] - Riley Osbourn | |
| Guitar - Derek O'Brien | |
| Vocals, Guitar - Willie Nelson | |
| Vocals, Piano - Dr. John | |
| Written-By - Jessie Mae Robinson | |
A4 | Funny How Time Slips Away | 4:11 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Francine Reed | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Willie Nelson | |
B1 | Rainy Day Blues | 5:09 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Jonny Lang | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Willie Nelson | |
B2 | Crazy | 4:16 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Susan Tedeschi | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Willie Nelson | |
B3 | The Thrill Is Gone | 4:25 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals, Guitar - B.B. King, Willie Nelson | |
| Written-By - Rick Darnell, Roy Hawkins | |
B4 | Wake Me When It's Over | 4:12 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains, George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Willie Nelson | |
C1 | Kansas City | 2:51 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien , Jimmie Vaughan | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Susan Tedeschi | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Jerry Leiber, Mike Stoller | |
C2 | Fool's Paradise | 4:17 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Electric Organ [B-3] - Riley Osbourn | |
| Guitar - Derek O'Brien | |
| Piano - Dr. John | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Robert Goddins, David Avid, Johnny Fuller | |
C3 | Ain't Nobody's Business | 5:08 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals - Jonny Lang | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Everett Robbins, Porter Grainger | |
C4 | Night Life | 4:25 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals, Guitar - B.B. King, Willie Nelson | |
| Written-By - Paul Buskirk, Walt Breeland, Willie Nelson | |
D1 | Sittin' On Top Of The World | 4:46 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Harmonica - Mickey Raphael | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Bob Wills | |
D2 | Lonely Street | 4:26 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien | |
| Harmonica - Mickey Raphael | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Carl Belew, Kenny Sowder, W.S. Stevenson | |
D3 | Texas Flood | 8:46 |
| Bass Guitar - Jon Blondell | |
| Drums - George Rains | |
| Guitar - Derek O'Brien , Kenny Wayne Shepherd | |
| Piano, Electric Organ [B-3] - Riley Osbourn | |
| Vocals, Guitar - Willie Nelson | |
| Written-By - Joseph Wade Scott, Larry Charles Davis | |