Although stylistically typical of Wainwright's mid-1970s output, the album is somewhat groundbreaking in that though all songs are originals, one side is studio, the other live.

All songs composed by Loudon Wainwright III; except where indicated Sweet Nothings The Lowly Tourist Kings and Queens Kick in the Head Whatever Happened To Us Crime of Passion Absence Makes The Heart Grow Fonder Live tracks recorded live at the Bottom Line, remote by Record Plant NYC, August 30, August 31, September 1, 1974.

All songs written, performed and produced by Loudon Wainwright III.

All songs written by Loudon Wainwright III except for "Over the Hill" written by Loudon Wainwright III and Kate McGarrigle.

All songs produced by Loudon Wainwright III