01. Just Like Tom Thumb's Blues (3:50)
02. Simple Twist Of Fate (5:18)
03. Make You Feel My Love (3:22)
04. The Times They Are A-Changin' (3:40)
05. All I Really Wanna Do (2:30)
06. Knockin' On Heaven's Door (6:14)
07. Positively 4th Street (3:45)
08. If Not For You (2:41)
09. Baby Let Me Follow You Down (2:13)
10. Gates Of Eden (5:12)
11. All Along The Watchtower (3:45)

Total playing time: 43:34

All tracks written by Bob Dylan except 9 trad./Dylan

Bryan Ferry: Vocals, Harmonica & Farfisa
Colin Good: Piano
Chris Spedding: Guitar
David Williams: Guitar
Oliver Thompson: Guitar
Leo Abrahams: Atmos Guitar
Guy Pratt: Bass
Paul Carrack: Organ
Andy Newmark: Drums
Frank Ricotti: Percussion

Me'sha Bryan, Sarah Brown, Tara McDonald, Anna McDonald, Sharon White, Michelle John, Joy Malcolm: Backing Vocals

Eno: Electronics [8]
Isaac Ferry: Electronics [8]
Lucy Wilkins: Violin [2]
Anthony Pleeth: Cello [3,7]
Robin Trower: Acoustic Guitar [11]
Bobby Irwin: Drums [2,6]
Zev Katz: Bass [2,6]
Mick Green: add. Guitar [2,6]
Gavyn Wright: Violin [3]
Jackie Shave: Violin [3]
Jon Thorne: Viola [3]
Warren Ellis: String Arrangement [7]

Produced by Bryan Ferry & Rhett Davies
Recorded at Town House, Studio One, engineered by Tim Roe
Additional engineering: Michael Boddy;
4th Street, Santa Monica, engineered by Chris Mulings;
RAK Studios, London, engineered by Neil Broadbank
Mixed by Bob Clearmountain at Mix This, L.A.
Studio assistants: James Roper, Isaac Ferry

Mastered by Bob Ludwig at Gateway Mastering, Portland
Sleeve design: Bogdan Zarkowski
Art direction: Bryan Ferry
Cover photo: Anton Corbijn
Ferris photos: Davies, Lustig & Turner
Inner notes by Julian Broad
Liner notes by Paul Morley

Thanks to Jeremy Blake, Edward Helmore, Johnson Somerset
Management: Steve Howard
For Merlin

(P) © 2007 Virgin Records/EMI