Track listing

1. "It Always Will Be" (Willie Nelson) – 4:11
2. "Picture in a Frame" (Tom Waits
   Tom Waits
   Thomas Alan "Tom" Waits is an American singer-songwriter, composer, and actor. Waits has a distinctive voice, described by critic Daniel Durchholz as sounding "like it was soaked in a vat of bourbon, left hanging in the smokehouse for a few months, and then taken outside and run over with a car."...
   
   , Kathleen Brennan
   Kathleen Brennan
   Kathleen Brennan is an American musician, songwriter, record producer and artist. She was born in Johnsburg, Illinois, as noted by her husband and musical collaborator Tom Waits, in the song of the same name. Brennan and Waits met in 1980 during the filming of the Francis Ford Coppola film One from...
   
   ) – 3:39
3. "The Way You See Me" – 4:21
4. "Be That As It May" (Nelson) – 3:29
5. "You Were It" (Nelson) – 4:28
6. "Big Booty" – 3:03
7. "I Didn't Come Here (And I Ain't Leavin')" – 3:10
8. "My Broken Heart Belongs to You" – 2:26
9. "Dreams Come True" – 4:35
10. "Over Time" – 3:45
11. "Tired" – 4:19
12. "Love's the One and Only Thing" – 3:34
13. "Texas" (Nelson) – 3:55
14. "Midnight Rider
    Midnight Rider
    "Midnight Rider" is a popular and widely covered song by The Allman Brothers Band, from their album Idlewild South. Written by Gregg Allman and Robert Kim Payne, the song has become a fixture of the band's live performances and an enduring standard...
    
    " (Gregg Allman
    Gregg Allman
    Gregory Lenoir Allman , known as Gregg Allman, is a rock and blues singer, keyboardist, guitarist and songwriter, and a founding member of The Allman Brothers Band. He was inducted with the band into the Rock and Roll Hall of Fame in 1995 and received a Lifetime Achievement Award from the Georgia...
    
    , Richard Payne) – 3:00
    • duet with Toby Keith
      Toby Keith
      Toby Keith Covel , best known as Toby Keith, is an American country music singer-songwriter, record producer and actor. Keith released his first four studio albums — 1993's Toby Keith, 1994's Boomtown, 1996's Blue Moon and 1997's Dream Walkin, plus a Greatest Hits package for various divisions of...
      
      

Personnel

• Willie Nelson
  Willie Nelson
  Willie Hugh Nelson is an American country music singer-songwriter, as well as an author, poet, actor, and activist. The critical success of the album Shotgun Willie , combined with the critical and commercial success of Red Headed Stranger and Stardust , made Nelson one of the most recognized...
  
   - Guitar, Vocals
• Eddie Bayers
  Eddie Bayers
  Eddie Bayers is an American session drummer who has played on 150 gold and platinum albums. He received the Academy of Country Music 'Drummer of the Year Award' for eight straight years, and has three times won the Nashville Music Awards 'Drummer of the Year'...
  
   - Drums
• Dan Dugmore - Pedal Steel
• Chris Dunn - Horn
• Scotty Emerick - Acoustic Guitar
• Shannon Forrest - Drums
• Paul Franklin
  Paul Franklin (musician)
  Paul Franklin is an American multi-instrumentalist, known mainly for his work as a steel guitarist. He began his career in the 1970s as a member of Barbara Mandrell's road band; in addition he toured with Mel Tillis and Jerry Reed. He has since become a prolific session musician in Nashville,...
  
   - pedal Steel
• Kenny Greenberg - Electric Guitar
• Wes Hightower - Vocals
• Jim Horn
  Jim Horn
  Jim Horn is an American saxophonist and woodwind player. He was born in Los Angeles, and after replacing saxophonist Steve Douglas in 1959, he toured with member Duane Eddy for five years, playing sax and flute on the road, and in the recording studio...
  
   - Horn
• Clayton Ivey - Piano, Keyboards
• Amy James - Vocals
• Sam Levine - Horn
• Liana Manis - Vocals
• Brent Mason
  Brent Mason
  Brent Mason is an American session guitarist and occasional songwriter. He is known primarily for his work in the field of country music. In addition to releasing two instrumental studio albums, he holds several credits as a songwriter...
  
   - Elcetric Guitar
• Steve Nathan - Piano, Keyboards
• Willie Nelson - Acoustic Guitar
• Steve Patrick - Horn
• Mickey Raphael
  Mickey Raphael
  Michael Siegfried "Mickey" Raphael is a professional harmonica player, best known for his work with Willie Nelson. He has recorded with Vince Gill, Emmylou Harris, Elton John, Mötley Crüe, Kenny Wayne Shepherd, Wynton Marsalis, Kenny Chesney, U2 and Neil Young.Raphael's style is mostly second...
  
   - Harmonica
• Michael Rhodes - Bass
• Matt Rollings
  Matt Rollings
  Matt Rollings is an American composer, musician and record producer. He plays piano, organ, and keyboards.Known mainly for playing in Lyle Lovett's Large Band, he has worked with many artists, not all country...
  
   - Piano, Keyboards
• Biff Watson - Acoustic Guitar
• Glenn Worf
  Glenn Worf
  Glenn Worf is one of the premier Nashville session bassists. He was born in Dayton, Ohio but grew up in Madison, Wisconsin and has concentrated on the bass guitar since he was thirteen. He majored in music at the University of Wisconsin - Eau Claire. Inevitably his talents forced him to abandon the...
  
  - Bass

Chart performance