Track listing

1. "Guess I'm Falling In Love" (The Velvet Underground
   The Velvet Underground
   The Velvet Underground was an American rock band formed in New York City. First active from 1964 to 1973, their best-known members were Lou Reed and John Cale, who both went on to find success as solo artists. Although experiencing little commercial success while together, the band is often cited...
   
   ) – 4:28
2. "Baby What You Want Me To Do" (Jimmy Reed
   Jimmy Reed
   Mathis James "Jimmy" Reed was an American blues musician and songwriter, notable for bringing his distinctive style of blues to mainstream audiences. Reed was a major player in the field of electric blues, as opposed to the more acoustic-based sound of many of his contemporaries...
   
   ) – 2:44
3. "Jad Is A Fink" (Kate Messer, Barry Stock, Maureen Tucker) – 1:36
4. "Why Don't You Smile Now" (Lou Reed
   Lou Reed
   Lewis Allan "Lou" Reed is an American rock musician, songwriter, and photographer. He is best known as guitarist, vocalist, and principal songwriter of The Velvet Underground, and for his successful solo career, which has spanned several decades...
   
   , John Cale
   John Cale
   John Davies Cale, OBE is a Welsh musician, composer, singer-songwriter and record producer who was a founding member of the experimental rock band The Velvet Underground....
   
   , Vance, Phillips) – 2:23
5. "Hey Mr. Rain" (The Velvet Underground) – 4:06

Personnel

• Maureen Tucker - drums, vocals
• Jad Fair
  Jad Fair
  Jad Fair is an American singer, guitarist and graphic artist, most famous for being a founding member of lo-fi alternative rock group Half Japanese.-Biography:In 1974, with his brother David, Jad Fair founded the lo-fi group Half Japanese...
  
  - vocals, guitar
• Kate Messer - guitar
• Barry Stock - bass, lead guitar
• Mark Jickling - guitar
• David Fair - harmonica
• John Drefuss - saxophone