01. Rosalyn (Jimmy Duncan, Bill Farley) - 2:21 (originally recorded by The Pretty Things)
02. Here Comes The Night (Bert Berns) - 3:09 (notably recorded by Them)
03. I Wish You Would (Billy Boy Arnold) - 2:48 (notably recorded by The Yardbirds)
04. See Emily Play (Syd Barrett) - 4:12 (originally recorded by Pink Floyd)
05. Everything's Alright (Nicky Crouch, John Konrad, Simon Stavely, Stuart James, Keith Karlson) - 2:28 (originally recorded by The Mojos)
06. I Can't Explain (Pete Townshend) - 2:11 (originally recorded by The Who)
07. Friday On My Mind (George Young, Harry Vanda) - 2:56 (originally recorded by The Easybeats)
08. Sorrow (Bob Feldman, Jerry Goldstein, Richard Gottehrer) - 2:53 (notably recorded by The Merseys)
09. Don't Bring Me Down (Johnnie Dee) - 2:05 (originally recorded by The Pretty Things)
10. Shapes Of Things (Paul Samwell-Smith, Jim McCarty, Keith Relf) - 2:53 (originally recorded by The Yardbirds)
11. Anyway, Anyhow, Anywhere (Roger Daltrey, Pete Townshend) - 3:06 (originally recorded by The Who)
12. Where Have All The Good Times Gone? (Ray Davies) - 2:40 (originally recorded by The Kinks)
Bonuses:
11. Growin' Up (Bruce Springsteen) - 3:24 (previously unreleased; from the early Diamond Dogs sessions. Originally recorded by Bruce Springsteen)
12. Port Of Amsterdam (Jacques Brel, Mort Shuman) - 3:21 (B-side of the Sorrow single; originally recorded in French by Jacques Brel, English translation by Mort Shuman)
Personnel:
- David Bowie - vocals, guitar, tenor & alto saxophone, harmonica, backing vocals, Moog synthesiser, arranger, producer
- Mick Ronson - guitar, piano, vocals, arranger
- Trevor Bolder - bass guitar
- Aynsley Dunbar - drums
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- Mike Garson - piano, organ, harpsichord, electric piano
- Ken Fordham - baritone saxophone
- Geoffrey Alexander MacCormack - backing vocals
- Ron Wood - guitar (13)
- Ken Scott - producer
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