1973
Side one
- "Berlin" – 3:23
- "Lady Day" – 3:40
- "Men of Good Fortune" – 4:37
- "Caroline Says I" – 3:57
- "How Do You Think It Feels" – 3:42
- "Oh, Jim" – 5:13
Side two
- "Caroline Says II" – 4:10
- "The Kids" – 7:55
- "The Bed" – 5:51
- "Sad Song" – 6:55
- Lou Reed – vocals, acoustic guitar
- Bob Ezrin – piano, Mellotron, arrangement
- Steve Hunter – electric guitar
- Dick Wagner – electric guitar, backing vocals
- Jack Bruce – bass guitar except "Lady Day" & "The Kids"
- Aynsley Dunbar – drums except "Lady Day" & "The Kids"
- Steve Winwood – Hammond organ, harmonium
- Michael Brecker – tenor saxophone
- Randy Brecker – trumpet
- Tony Levin – bass guitar on "The Kids"
- B. J. Wilson – drums on "Lady Day" & "The Kids"
- Allan Macmillan – piano on "Berlin"
- Gene Martynec – acoustic guitar, synthesizer and vocal arrangement on "The Bed", bass guitar on "Lady Day"
- Jon Pierson – bass trombone
- Blue Weaver – piano on "Men of Good Fortune"
- Steve Hyden, Elizabeth March, Dick Wagner, Lou Reed – choir
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