2. Ain't No Sunshine
3. Grandma's Hands
4. Sweet Wanomi
5. Everybody's Talkin'
6. Do It Good
7. Hope She'll Be Happier
8. Let It Be
9. I'm Her Daddy
10. In My Heart
11. Moanin' and Groanin'
12. Better Off Dead
Bill Withers – guitar, vocals
Stephen Stills – guitar
Booker T. Jones – guitar, keyboards
Chris Ethridge - bass
Donald "Duck" Dunn - bass
Jim Keltner – drums
Al Jackson, Jr. – drums
Bobbye Hall Porter – percussion