1 | 500 MilesHarmony Vocals – Chelsea CrowellInstruments – John LeventhalWritten-By – Hedy West | 3:04 |
2 | Bury Me Under The Weeping WillowGuitar, Harmonium – John LeventhalWritten-By – A. P. Carter | 3:33 |
3 | Miss The Mississippi And YouDrums – Joe BonadioElectric Upright Bass – Tim LuntzelGuitar, Organ – John LeventhalWritten-By – William Heagney | 3:12 |
4 | Heartaches By The NumberDrums – Joe BonadioFeaturing, Vocals – Elvis CostelloGuitar, Bass, Mandolin, Organ – John LeventhalWritten-By – Harlan Howard | 3:21 |
5 | Girl From The North CountryDrums – Shawn PeltonElectric Upright Bass – Zev KatzGuitar, Organ, Mandolin, Harmonica – John LeventhalPiano – Rick DepofiWritten-By – Bob Dylan | 3:32 |
6 | Silver WingsDrums – Shawn PeltonElectric Upright Bass – Zev KatzFeaturing, Vocals – Rufus WainwrightGuitar, Electric Piano, Organ, Bass – John LeventhalStrings – The MelsWritten-By – Merle Haggard | 3:45 |
7 | Long Black VeilBass Clarinet – Rick DepofiFeaturing, Vocals – Jeff TweedyInstruments – John LeventhalWritten-By – Danny Dill, Marijohn Wilkin | 3:10 |
8 | I'm Movin' OnDrums [Additional] – Joe BonadioGuitar, Bass, Drums – John LeventhalHorns – Rick DePofiWritten-By – Hank Snow | 3:45 |
9 | Motherless ChildrenArranged By, Adapted By – John Leventhal, Rosanne CashDrums – Shawn PeltonFiddle – Larry CampbellGuitar, Bass, Mandolin, Organ – John Leventhal | 3:06 |
10 | She's Got YouBacking Vocals – Curtis King, James D-Train Williams, Kenny Williams Drums – Shawn PeltonElectric Upright Bass – Zev KatzGuitar, Electric Piano, Organ – John LeventhalWritten-By – Hank Cochran | 3:07 |
11 | Take These Chains From My HeartBacking Vocals – Curtis King, James D-Train Williams, Kenny Williams Fiddle – Jenny ScheinmanGuitar, Bass, Electric Piano – John LeventhalWritten-By – Fred Rose, Hy Heath | 3:32 |
12 | Sea Of HeartbreakDrums – Joe BonadioFeaturing, Vocals – Bruce SpringsteenGuitar, Bass, Organ, Percussion – John LeventhalWritten-By – Hal David, Paul Hampton | 3:06 |