01. Care of Cell 44
02. A Rose for Emily
03. Maybe After He's Gone
04. Beechwood Park
05. Brief Candles
06. Hung Up on a Dream
07. Changes
08. I Want Her, She Wants Me
09. This Will Be Our Year
10. Butcher's Tale (Western Front 1914)
11. Friends of Mine
12. Time of the Season
Colin Blunstone – lead vocals except on "I Want Her, She Wants Me" and "Butcher's Tale (Western Front 1914)", backing vocals, tambourine
Rod Argent – Hammond L100 organ, Mellotron, harpsichord, pump organ, backing vocals, lead vocals on "I Want Her, She Wants Me", "A Rose for Emily", "Brief Candles" and "Hung Up on a Dream", sound effect on "Time of the Season"
Paul Atkinson – electric guitar, backing vocals
Chris White – bass, backing vocals, lead vocals on "Butcher's Tale (Western Front 1914)" and "Brief Candles"
Hugh Grundy – drums, backing vocals
Jools DeVere – design
Terry Quirk - album artwork
Geoff Emerick – engineering
Peter Vince – engineering
The Zombies - production, mono and stereo mixes