1. It Don't Come Easy (Starkey)
2. Honey Don't (Perkins)
3. Memphis In Your Mind (Burr/Dudas/Grakal/Starkey/Hudson)
4. How Long (Carack)
5. Down Under (Strykert/Hay)
6. When I See You Smile (Warren)
7. Love Bizarre (Escovedo)
8. Boys (Dixon/Farrell)
9. Don't Pass Me By (Starkey)
10. Yellow Submarine (Lennon/McCartney)
11. The Living Years (Rutherford/Robertson)
12. Missing You (Waite/Leonard/Sandford)
13. The Glamorous Life (Prince)
14. I Wanna Be Your Man (Lennon/McCartney)
15. Who Can It Be Now (Hay)
16. With A Little Help From My Friends (Lennon/McCartney)

Musicians:

Ringo Starr- Drums & Vocals
John Waite - Bass & Vocals
Colin Hay - Guitar & Vocals
Paul Carrack - Keyboards & Vocals
Sheila E. - Drums, Percussion & Vocals
Mark Rivera - Saxophone