- "1234" (Ronnie Wood)
- "Fountain of Love" (Wood, Jim Ford)
- "Outlaws" (Wood, Ford)
- "Redeyes" (Wood; inspired by Mick Jagger)
- "Wind Howlin' Through" (Wood)
- "Priceless" (Wood, Bobby Womack; arranged by Rod Stewart)
- "She Was Out There" (Wood)
- "Down to the Ground" (Wood)
- "She Never Told Me" (Wood, Ford)
- Ronnie Wood – vocals, guitar (2,3,4,6,7,9), bass (1,4,9, dobro (4), piano (7), keyboards (9)
- Bobby Womack – 12-string guitar (2), bass (2)
- Waddy Wachtel – acoustic guitar (9)
- Robin Le Mesurier – guitar (6)
- Jimmy Haslip – bass (8,9)
- Jay Davis – bass (6)
- Ian McLagan – electric piano (2), organ (3,7,8), keyboards (9)
- Nicky Hopkins – piano (3,4,6), keyboards (9)
- Bobby Keys – saxophone (1)
- Jim Horn – saxophone (1)
- Steve Madaio - saxophone (1)
- Sherlie Matthews – backing vocals (2)
- Clydie King – backing vocals (2,6)
- Anita Pointer – backing vocals (3,9)
- Jimmy Z – harmonica
- Alvin Taylor – drums (1)
- Ian Wallace – drums (2,3,8)
- Charlie Watts – drums (4,7,9)
- Alan Myers – drums (5)
- Carmine Appice – drums (6)
- Jim Keltner – percussion (1,7,9)
- Technical
- Karat Faye - second engineer
- Ronnie Wood - artwork, drawings