1. Sip The Wine
   (Rick Danko)
2. It's Gonna Be Easy
   (Atwood Allen)
3. I Hear You Calling
   (Bill Fay)
4. Lucille Has Messed My Mind Up
   (La Marr Bruister)
5. Go Down Easy
   (John Martyn)
6. John The Baptist
   (John Martyn)
7. Calvary Cross
   (Richard Thompson)
8. Things Have Gone To Pieces
   (Leon Payne)
9. Comfort You
   (Van Morrison)
10. To Lay Me Down
    (Robert Hunter / Jerry Garcia)

liner notes to "Sip The Wine":

The song is such a melancholy expression of longing. The scene in "The Last Waltz" when Rick Danko plays it for Martin Scorsese always gives me chills. Sometimes it moves me to tears. Who can forget it? There's a line I get wrong here, but I left it anyway.
(Matt Krefting)

John Townsend - bass, keys, drums

liner notes to "It's Gonna Be Easy":

The "Doug Sahm And Band" LP has a loose, welcoming atmosphere that makes it very difficult not to enjoy. I found the record in a crappy mall record store and bought it right away. As soon as I heard this song, I pictured Phil playing it. I had a fantasy that we would make a whole record of original songs this fun. As it happens, we just covered it for this one! I can't figure out the "Humpty Dumpty" verse for the life of me, so I just made something up.
(Matt Krefting)

Phil Franklin - guitar, vocals
John Moloney - drums
J. Mascis - lead guitar, vocals
Ron Schneiderman - bass
Joshua Burkett - synth
John Shaw - vocals
Lynn Myers - vocals
Jamie Jo Oltmans - vocals