| # | Title | Artist | Length |
|---|
| 1 | Ophelia | The Levon Helm Band | 3:56 |
| 2 | It Takes a Lot to Laugh, It Takes a Train to Cry- recorded in:
- Wilkesboro, North Carolina, United States
- recording engineer:
- Frank Martin and Jason McDaniel
- executive producer:
- Ann Blonston
- mixer:
- James Tuttle
- recorded at:
- MerleFest 2008
- recorded at:
- The Watson Stage in Wilkesboro, North Carolina, United States (on 2008-04-26)
- mixed at:
- Airshow Mastering in Boulder, Colorado, United States
- live cover recording of:
- It Takes a Lot to Laugh, It Takes a Train to Cry (on 2008-04-26)
- lyricist and composer:
- Bob Dylan (from 1965-01 until 1965-07-29)
- publisher:
- Ram’s Horn Music, Sony/ATV Music Publishing France, Warner Bros. Music, Warner/Chappell (from 1965 until 1993) and Special Rider Music (from 1993 to present)
- version of:
- Phantom Engineer
- version of:
- Rocks and Gravel (Solid Road)
| The Levon Helm Band | 4:28 |
| 3 | Going Back to Memphis- recorded in:
- Wilkesboro, North Carolina, United States
- recording engineer:
- Frank Martin and Jason McDaniel
- executive producer:
- Ann Blonston
- mixer:
- James Tuttle
- recorded at:
- MerleFest 2008
- recorded at:
- The Watson Stage in Wilkesboro, North Carolina, United States (on 2008-04-26)
- mixed at:
- Airshow Mastering in Boulder, Colorado, United States
- live cover recording of:
- Back to Memphis (on 2008-04-26)
- writer:
- Johnnie Johnson, Anthony Kenney, Greg Martin, Mark S Orr, Fred Young and Richard Young
- publisher:
- JFJ Music, Mama Effie's Music, Orr House Music, PolyGram International Publishing, Inc. and Songs of PolyGram International, Inc.
| The Levon Helm Band | 5:13 |
| 4 | Everything's Gonna Be Alright | The Levon Helm Band | 3:29 |
| 5 | Baby Scratch My Back | The Levon Helm Band | 4:23 |
| 6 | I Want to Know | The Levon Helm Band | 3:54 |
| 7 | Bye Bye My Love | The Levon Helm Band | 4:39 |
| 8 | Got Me a Woman | The Levon Helm Band | 3:49 |
| 9 | Atlantic City | The Levon Helm Band | 4:46 |
| 10 | Ashes of Love | The Levon Helm Band | 3:55 |
| 11 | Did You Love Me at All? | The Levon Helm Band | 4:44 |
| 12 | Deep Elem Blues | The Levon Helm Band | 6:38 |
| 13 | Anna Lee | The Levon Helm Band | 4:19 |
| 14 | Rag Mama Rag | The Levon Helm Band | 4:12 |
| 15 | The Shape I'm In | The Levon Helm Band | 5:35 |
| 16 | Long Black Veil- recorded in:
- Wilkesboro, North Carolina, United States
- recording engineer:
- Frank Martin and Jason McDaniel
- executive producer:
- Ann Blonston
- mixer:
- James Tuttle
- recorded at:
- MerleFest 2008
- recorded at:
- The Watson Stage in Wilkesboro, North Carolina, United States (on 2008-04-26)
- mixed at:
- Airshow Mastering in Boulder, Colorado, United States
- live cover recording of:
- Long Black Veil (on 2008-04-26)
- lyricist and composer:
- Jet Black, Jean‐Jacques Burnel, Dave Greenfield, Paul Roberts and Baz Warne
- live cover recording of:
- The Long Black Veil (on 2008-04-26)
- lyricist and composer:
- Danny Dill and Marijohn Wilkin
- publisher:
- Cedarwood Music, Cedarwood Pub. Co., Inc. and PolyGram Music Publishing
| The Levon Helm Band | 5:13 |
| 17 | The Weight | The Levon Helm Band | 6:46 |
