| # | Title | Rating | Length |
|---|
| 1 | Variations on a Theme by Erik Satie (1st and 2nd Movements, Adapted From "Trois Gymnopedies") | | 2:36 |
| 2 | Smiling Phases- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Lew Soloff (from 1968-10-07 until 1968-10-22) and Chuck Winfield (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears, Dick Halligan, Al Kooper and Fred Lipsius
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- cover recording of:
- Smiling Phases
- lyricist and composer:
- Jim Capaldi, Steve Winwood and Chris Wood
- publisher:
- Songs of Kobalt Music Publishing
- recording of:
- Smiling Phases
- lyricist and composer:
- Jim Capaldi, Steve Winwood and Chris Wood
- publisher:
- Songs of Kobalt Music Publishing
| | 5:12 |
| 3 | Sometimes in Winter | 3 | 3:09 |
| 4 | More and More | | 3:05 |
| 5 | And When I Die | 4 | 4:07 |
| 6 | God Bless the Child | 4 | 5:55 |
| 7 | Spinning Wheel- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Al Rubin (from 1968-10-07 until 1968-10-22) and Lew Soloff (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears and Fred Lipsius
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- recording of:
- Spinning Wheel (from 1968-10-07 until 1968-10-22)
- lyricist and composer:
- David Clayton‐Thomas
- publisher:
- EMI Blackwood Music Inc., EMI Songs Australia Pty. Ltd., Minnesingers Publishers, フジパシフィック音楽出版 SBK事業部 (until 2014-12-31) and フジパシフィックミュージック SBK事業部 (from 2015-01-01 to present)
| 4 | 4:09 |
| 8 | You've Made Me So Very Happy- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Lew Soloff (from 1968-10-07 until 1968-10-22) and Chuck Winfield (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears, Al Kooper and Fred Lipsius
- phonographic copyright (℗) by:
- Sony Music Entertainment Inc. (in 1969)
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- 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 | 4:20 |
| 9 | Blues, Part II- engineer:
- Fred Catero and Roy Halee
- producer:
- James William Guercio
- alto saxophone and piano:
- Fred Lipsius (from 1968-10-07 until 1968-10-22)
- bass:
- Jim Fielder (from 1968-10-07 until 1968-10-22)
- drums (drum set) and percussion:
- Bobby Colomby (from 1968-10-07 until 1968-10-22)
- flugelhorn and trumpet:
- Lew Soloff (from 1968-10-07 until 1968-10-22) and Chuck Winfield (from 1968-10-07 until 1968-10-22)
- flute, organ, piano and trombone:
- Dick Halligan (from 1968-10-07 until 1968-10-22)
- guitar and harmonica:
- Steve Katz (from 1968-10-07 until 1968-10-22)
- recorder and trombone:
- Jerry Hyman (from 1968-10-07 until 1968-10-22)
- lead vocals:
- David Clayton‐Thomas (from 1968-10-07 until 1968-10-22)
- vocals:
- Bobby Colomby (from 1968-10-07 until 1968-10-22), Dick Halligan (from 1968-10-07 until 1968-10-22) and Steve Katz (from 1968-10-07 until 1968-10-22)
- arranger:
- Blood, Sweat & Tears
- recorded at:
- CBS 30th Street Studio in Manhattan, New York, New York, United States (from 1968-10-07 until 1968-10-22)
- recording of:
- Blues, Part II (from 1968-10-07 until 1968-10-22)
- lyricist:
- D. C. Thomas
- composer:
- Bobby Colomby, D. C. Thomas, Steve Katz and Fred Lipsius
- publisher:
- EMI Blackwood Music Inc.
| | 11:43 |
| 10 | Variations on a Theme by Erik Satie (1st Movement, Adapted From "Trois Gymnopedies") | | 1:50 |
| 11 | More and More (live) | | 4:38 |
| 12 | Smiling Phases (live) | | 18:44 |