On this track, Starr is lead vocalist and plays drums, with members of both the Bonnie Raitt band and Tom Petty and The Heartbreakers joining him; personnel includes Benmont Tench on piano and organ, James Hutchinson on bass, Michael Landau and David Grissom on guitars, and Andrew Sturmer, Roger Manning and Andrew Gold on background vocals.
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Owing Capitol one more album on her contract, Ronstadt brought in producer Peter Asher, who had worked on her previous album Don't Cry Now, and multi-instrumentalist and arranger Andrew Gold.
Successive artists at the Famous Bein Inn included Curtis Stigers, Long John Baldry, John Martyn, Gene Parsons, Fairport Convention, John Hammond, Andrew Gold, Tony Joe White, Micky Moody, B A Robertson, Albert Lee, Snowy White and the venue developed a reputation as a "living room feel" where you could be part of an intimate audience (max 60) and rub shoulders with legends from the past.