01	Babylon Sisters						05:50
	02	Hey Nineteen						05:07
	03	Glamour Profession						07:29
	04	Gaucho						05:32
	05	Time out of Mind						04:13
	06	My Rival						04:31
	07	Third World Man						05:13

Personnel

Steely Dan

Donald Fagen – lead vocals, synthesizer (2-6), electric piano (2-6), organ (6)
Walter Becker – bass (2, 4, 5), guitar (2, 5), guitar solo (4)

Additional musicians

Rob Mounsey – piano (3-5), synthesizer (7), horn arrangement (1, 5)
Don Grolnick – electric piano (1) and Hohner Clavinet (1)
Pat Rebillot (6) – electric piano
Joe Sample (7) – electric piano
Steve Khan – guitar (1, 3, 4, 7), lead guitar (6)
Mark Knopfler (5) – lead guitar
Larry Carlton (7) – lead guitar
Hugh McCracken (2, 5) – guitars
Hiram Bullock (6) – guitar
Rick Derringer (6) – guitar
Chuck Rainey (1, 7) – bass
Anthony Jackson (3, 6) – bass
Bernard Purdie (1) – drums
Rick Marotta (2, 5) – drums
Steve Gadd (2, 3, 6, 7) – drums, percussion
Jeff Porcaro (4) – drums
Errol "Crusher" Bennett (1, 4) – percussion
Victor Feldman (2) – percussion
Ralph MacDonald (3, 6) – percussion
Nicholas Marrero (6) – percussion
George Marge, Walter Kane – clarinet (1)
Tom Scott – alto saxophone and clarinet (1); tenor saxophone (1, 3, 4, 6); Lyricon (3, 6), horn arrangement (3, 4, 6)
David Sanborn – alto saxophone (5)
Michael Brecker (3, 5, 6) – tenor saxophone
Dave Tofani (5) – tenor saxophone
Ronnie Cuber – baritone saxophone (5)
Randy Brecker – trumpet (1, 4, 5), flugelhorn (1, 6)
Wayne Andre – trombone (6)
Michael McDonald, Patti Austin, Valerie Simpson, Frank Floyd, Diva Gray, Gordon Grody, Lani Groves, Leslie Miller, Zachary Sanders, Toni Wine – backing vocals [40][41]

Production

Producers: Gary Katz