1. Overture (A. Kooper)
  2. I love you more than you'll ever know (A. Kooper)
  3. Morning glory (L. Becket/T. Buckley)
  4. My days are numbered (A. Kooper)
  5. Without her (H. Nilsson)
  6. Just one Smile (R. Newman)
  7. I can't quit her (A. Kooper)
  8. Megan's gypsy eyes (S. Katz)
  9. Somethin' goin on (A. Kooper)
  10. House in the country (A. Kooper)
  11. The modern adventures of Plato, Diogenes and Freud (A. Kooper)
  12. So much love/Underture (G. Goffin/C. King)

Produced: 1967
Produced by: John Simon

This is keyboard player/singer/arranger Al Kooper's finest work, an album on which he moves the folk-blues-rock amalgamation of The Blues Project into even wider pastures, taking in classical and jazz elements (including strings and horns), all without losing the pop essence that makes the hybrid work. This is one of the great albums of the eclectic post-Sgt. Pepper era of the late '60s, a time when you could borrow styles from Greenwich Village contemporary folk to San Francisco acid-rock and mix them into what seemed to have the potential to become a new American musical form. It's Kooper's bluesy songs, such as "I Love You More Than You'll Ever Know" and "I Can't Quit Her," and his singing, that are the primary focus, but the album is an aural delight. This is the sound of a group of virtuosos enjoying themselves in the newly open possibilities of pop music. This album was regarded as a milestone in rockmusic when it was released..