| # | Title | Length |
|---|
| 1 | Tell Me | 3:50 |
| 2 | Not Fade Away- engineer:
- Bill Farley
- producer:
- Andrew Loog Oldham
- drums (drum set):
- Charlie Watts (from 1964-01-28 until 1964-01-29)
- electric bass guitar:
- Bill Wyman (from 1964-01-28 until 1964-01-29)
- electric guitar:
- Keith Richards (from 1964-01-28 until 1964-01-29)
- harmonica and tambourine:
- Brian Jones (from 1964-01-28 until 1964-01-29)
- maracas and lead vocals:
- Mick Jagger (from 1964-01-28 until 1964-01-29)
- phonographic copyright (℗) by:
- ABKCO Music & Records, Inc. (in 1964)
- produced for:
- Impact Sound
- recorded at:
- Regent Sound Studios in London, England, United Kingdom (from 1964-01-28 until 1964-01-29)
- cover recording of:
- Not Fade Away (from 1964-01-28 until 1964-01-29)
- writer:
- Charles Hardin Holley, Charles Hardin and Norman Petty
- publisher:
- McCartney Music, Inc., Melody Lane Publications Inc., MPL Communications, MPL Communications Inc., Peermusic (Germany) GmbH, Peermusic (UK) Limited and Wren Music
| 1:49 |
| 3 | The Last Time | 3:43 |
| 4 | It’s All Over Now | 3:27 |
| 5 | Good Times, Bad Times | 2:32 |
| 6 | I’m Free | 2:25 |
| 7 | Out of Time | 3:43 |
| 8 | Lady Jane | 3:09 |
| 9 | Sittin’ on a Fence | 3:04 |
| 10 | Have You Seen Your Mother, Baby, Standing in the Shadow? | 2:36 |
| 11 | Dandelion | 3:34 |
| 12 | We Love You | 4:22 |
