01. So Sad (To Watch Good Love Go Bad)
02. Just in Case
03. Memories Are Made of This
04. That's What You Do to Me
05. Sleepless Nights
06. What Kind of Girl Are You
07. Oh True Love
08. Carol Jane
09. Some Sweet Day
10. Nashville Blues
11. You Thrill Me (Through and Through)
12. I Want You to Know
Don Everly – guitar, vocals
Phil Everly – guitar, vocals
"Sugarfoot" Garland – electric guitar
James Clayton – steel guitar
Floyd T. "Lightnin'" Chance – bass
Floyd Cramer – piano
Marvin H. Hughes – piano
"Buddy" Harman Jr. – drums
Chet Atkins – electric guitar and producer