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The Rascals - Once Upon A Dream (2002 Atlantic/Sundazed Lp 5119 180G 24-96 Needledrop)(Garybx)

Track listing:
  1. Easy Rollin' 3:15
  2. Rainy Day 3:39
  3. Please Love Me 2:13
  4. It's Wonderful 2:41
  5. I'm Gonna Love You 2:21
  6. My Hawaii 4:11
  7. My World 2:53
  8. Silly Girl 2:42
  9. Singin' The Blues Too Long 5:18
  10. Sattva 4:15
  11. Finale: Once Upon A Dream 3:51

Notes


Once Upon a Dream
Studio album by The Rascals

Released 2002 [originally released on Atlantic in 1968]
Recorded 1967
Genre Rock
Length 36:16
Label Atlantic/Sundazed
Producers The Rascals, Arif Mardin

Once Upon A Dream is the fourth studio album by rock band The Rascals, released in February 1968. The album rose to number 9 on the Billboard Top LPs chart and number 7 on the R&B chart.

It was the band's first album billed to "The Rascals"; they had, for legal reasons, been known as The Young Rascals until this time. It was also the last Rascals album to be available in both mono and stereo mixes.

Once Upon A Dream was received differently by fans and critics. Many consider this album to be the band's best work, while others insist that it was too different from their traditionally rhythm and blues influenced music. Lead vocals came from both Eddie Brigati and Felix Cavaliere, as well as from Eddie's brother and unofficial band member David Brigati (on "Finale: Once Upon a Dream") and Gene Cornish on his own number, "I'm Gonna Love You."

In an interview with Melody Maker in 1967, Cavaliere stated, "Our new album, and I say this in a humble way, will be Sgt. Pepperish." The album uses frequent sound effects and spoken words between the songs.

A single of "It's Wonderful" (credited to "The Young Rascals," the band's last recording to be so billed) was issued concurrently with the album in early 1968 and peaked at number 20 on the Billboard Singles chart. The single ends with a coda of "Mardi Gras"-style special effects and party sounds that were not included in the album version.

For their fourth album, 1968's Once Upon A Dream, the Rascals decisively stepped into the future, dropping the "Young" from their name and embracing the period's spirit of musical adventure. The resulting album seamlessly integrates elements of jazz and psychedelia into the quartet's sound, along with adventurous arrangements and introspective, philosophical lyrics.

While many of their contemporaries were getting lost in a psychedelic haze, the Rascals managed to expand their creative horizons without sacrificing the unpretentious tunefulness that first endeared them to fans. The Rascals produced the album themselves, with help from noted arranger Arif Mardin and engineers Tom Dowd and Adrian Barber, who helped to create the imaginative sound effects that punctuate the songs. The band's budding interest in jazz is reflected in the participation of such noted players as Ron Carter, Hubert Laws, Chuck Rainey, Richard Davis, Steve Marcus and King Curtis.

The tunesÑincluding the celebratory Top Ten hit "It's Wonderful"Ñare arranged as a song cycle, with sophisticated arrangements that incorporate jazz and orchestral textures, along with some of the band's most inventive vocal interplay. Highlights include the laid-back "Easy Rollin'" (a sequel of sorts to "Groovin'"), the blue-eyed soul gem "My World," the Eastern excursion "Sattva," the psychedelic epic "Rainy Day" and the fuzz-guitar-fueled, jazz-tinged "Please Love Me." Eddie's brother David Brigati, long an unsung hero for his behind-the-scenes contributions to the Rascals' prior albums, steps out front to sing Once Upon A Dream's title song. This fully restored edition of this one-of-a-kind album has been mastered from the original analog stereo tapes, with meticulously reproduced gatefold cover art.

Professional Ratings:
allmusic 3/5 stars

Review by Thom Jurek of allmusic:

Once Upon a Dream was the Rascals fourth album, and the first to drop the word "Young" from their moniker; but it's more than a name change. Released in February of 1968, the quartet took the easy, textured feel of its previous single, "Groovin," and the deeply felt influence of the Beatles Sgt. Pepper's Lonely Hearts Club Band album, and put their own spin on it by adding their trademark blue-eyed soul and jazz influences to the mix of psychedelia. While the influence of the Beatles cannot be underestimated on the emerging sound of the Rascals, their own maturity as songwriters and recording artists can't either. Self-produced, the Rascals had help from arranger-conductor Arif Mardin and engineer Tom Dowd, as well as Adrian Barber, who engineered the various sound effects in the intros, outros, and inside the tracks themselves. Once Upon a Dream was conceived of and recorded as an album, whereas their previous trio of full-lengths had been collections of singles with other tracks (many of them excellent) to fill the gaps. The set netted one single in the gorgeous "It's Wonderful," and the set itself peaked at number seven. All details aside, though, a listen to this platter is startling. Its sophisticated orchestral and vocal arrangements are remarkable even in the 21st century. Beginning with an ethereal piano, string and vocal intro, it quickly gives way to a punchier acoustic guitar, harmonica, B-3, and popping snare riff that ushers in the laid-back soul of "Easy Rollin." The track is laid-back with bird sounds (which is a logical extension of "Groovin'," the previous album's title track), a beautiful refrain, and lots of space, which is indicative of two things: first, the production level was a giant leap, as were the songs (all but one written by Felix Cavaliere and Eddie Brigati -- guitarist Gene Cornish wrote "I'm Gonna Love You Too"), which, while expansive, were deeply rooted in the kind of pop the Rascals had perfected. There's the sweet and utterly crazy "Rainy Day" that seems to be a minor opus with its orchestral interludes, many parts, and stormy effects; nonetheless, it's a very accessible love song. Then there's the rave-up rocker "Please Love Me" that could have been done as a garage band track but with its flute (played by Hubert Laws!), soprano saxophone solo (jazzman Steve Marcus) fuzzed out guitar effects, and an undercurrent of strings, becomes something else entirely. After a fun house carny interlude, the single pops in with that trademark snare leading the way, and the pillowy harmonies that keeps the soul groove in its pocket.

"My Hawaii" is a cut that Jimmy Webb would have been proud to write, given its melodrama and orchestral colors, the addition of a harp, and the added bass drive of Richard Davis Other bassists on the session include Chuck Rainey and Ron Carter (who was with Miles Davis at the time). "My World" is pure blue -eyed soul with Ray Charles-styled female backing vocalists along with the Rascals themselves, and might be the toughest cut on the set. There's a Fats Domino-cum-Charles styled blues cut in "Singin' the Blues Too Long," with sputtering trumpet and saxophone lines (the former by Mel Lastie, the latter by King Curtis). Just before the final cut, the listener encounters "Sattva," the Rascals answer to "Within You, Without You." It's complete, with Cavaliere playing sitar, Dino Danelli on tabla, and Brigati on tamboura, but still contains the Rascals, tight New York pop-soul in the bridge; in other words, it's truly psychedelic! The title cut that closes out the album and concludes the cycle is sung by David Brigati. It's an over the top crooner that is drenched in pompous orchestration, and it's only the dynamics (controlled tightly by Mardin), and the truly languid, beautiful, and yes, dreamy melody that reins it in from the ledge. It's an under-celebrated masterpiece of the psychedelic era and belongs next to Pet Sounds and Sgt. Pepper's on the shelf because it is easily as sophisticated, and once heard in its entirety, can never be forgotten. [The Collector's Choice reissue was made from the Rhino Handmade box set of complete Atlantic recordings. It contains not only stereo mixes, but the entire album in mono as well.]

Review on Steve and Dennis and Abe's Record Reviews:

The psychedelic movement did in more than one otherwise righteous band, as the eternal verities of a good beat and catchy tunes were submerged under a sea of tape echo and backward recordings. To their credit, the Rascals avoided that trap entirely with a sophisticated approach that makes Once Upon a Dream the first in a string of three nearly perfect pop records.

The psychedelic touches on Once Upon a Dream are present but merely as filigree Ð between-song snatches of sound effects, etc. Ð and never intrude on the actual arrangements. Instead, the group opts to explore the orchestrated pop that made so many of their hits such treats. ItÕs not a matter of inventing something new, but of taking their talents to new heights with the usual brilliant singing and playing and a new degree of confidence in their songwriting.

The Rascals had always shown the sort of sunny worldview that modern listeners make fun of in the psychedelic bands, but because it came naturally to them, it doesnÕt seem so silly here. Rather than proclaiming peace and love for all, they just look for the good all around. This is the most optimistic album IÕve ever heard. The underlying assumption is that everything has something good to be said for it: from kids playing in the street to the flowers growing in the yard, itÕs all part of the glory of this world. Heck, they even like rainy days, Ôcause it gives the opportunity to crowd into a doorway and get close with someone youÕd like to meet. Call me a sucker for cheap positivity, but itÕs just plain nice to listen to these songs.

It really helps, though, that theyÕre such great tunes, played so well. DinoÕs in great form as usual, with some aggressive r&b moves like the driving beat of ÔItÕs WonderfulÕ and ÔPlease Love MeÕ and a sizzling hi-hat against a shuffle in ÔEasy RollinÕÕ. Felix leaves the organ behind for the most part (except for a soaring line in the chorus of ÔMy WorldÕ) to concentrate on the piano, where he also shines. ÔRainy DayÕ has a shimmering high-register counterpoint, ÔSinginÕ the Blues Too LongÕ is a tour-de-force of Ray Charles-style pop-blues piano, and he even redeems to dopey ÔSattvaÕ from its sitar arrangement with a stride piano line in the bridge. The real star, though, is Gene. Surprisingly, his guitar work dominates a lot of these tracks with a new style Ð heÕs moving on from the straight r&b slashing of earlier tracks to a more fluid soul-derived set of licks (it sounds like heÕs been listening to Steve Cropper): the syncopated lick that underpins ÔMy World,Õ the double-tracked acoustic/electric combo of ÔEasy RollinÕ (with that great lick that leans into the downbeat), the stinging lead under the vocal of ÔPlease Love MeÕ, all show Gene in a new light.

Eddie and Felix and both in fine voice, and came up with some killer songs. ÔEasy RollinÕÕ has a groaning melody at the bottom of FelixÕs range thatÕs a delight, ÔRainy DayÕ has some fruity harmonies that set off EddieÕs wistful lead, ÔPlease Love MeÕ is a bit of a throwback to the earlier r&b style, but FelixÕs passionate vocal is gripping. ÔItÕs WonderfulÕ was a hit single, with starry-eyed lyrics (Ôbeing enlightenedÕ is like planting a seedling and watching it growÕ) and some powerful interjections that are hooks themselves (ÔainÕt it groovy!Õ), and ÔMy HawaiiÕ brings in an orchestra and pedal steel guitar for a lush soundscape that Eddie fills with a dreamy delivery. Gene gets in a very odd composition, ÔIÕm Gonna Love YouÕ, which features a brass band and cellos on the verses, and the Rascals supporting the chorus, but Gene gives his most soulful delivery ever and the song holds together on the strength of his wide-ranging melody.

Side two has the loping ÔMy WorldÕ, featuring Felix doing his best imitation of EddieÕs creamy vocal style, and ÔSilly GirlÕ, another big-band trifle with snazzy horns backing Eddie contemplating his own role in turning a girlÕs head. ÔSinging the Blues Too LongÕ cleverly subverts the blues style by incorporating some gospelly backing vocals and pointing out the advantages of a positive outlook (ÔItÕs 1968, after allÕ time to turn the rights from wrongsÕ). EddieÕs brother Dave (Ôthe fifth RascalÕ) gets a spotlight on the finale, ÔOnce Upon a Dream.Õ He sounds a lot like Eddie, but more Broadway and less soulful. HeÕs just fine on this anthem of universal hope (it could be hippy-dippy, but as a show-tune rather than a rock track, it slots in nicely with the long line of standards in this vein.)

Brilliant compositions, exquisite vocals, and 45 minutes looking at the world through rose-colored glasses. What more can you want from a pop record?

Review on amazon:

I first purchased this album on vinyl when it was released in the late 60's. "Sgt. Pepper" had just been released and influenced most of the top bands, The Stones, The Rascals, and so on, to experiment in the same fashion. Most of their efforts were miserable failures, for example, "Her Satanic Majesty's Request," with the exception of this masterpiece by The Rascals. "It's Wonderful" was a hit record, despite a few minutes of goofy lambs' bleeting at the end, a la "Hey Jude," but it is certainly not the best cut. "Rainy Day," "Silly Girl," "My Hawaii," and the title track are simply beautiful songs. Felix Cavaliere and Eddie Brigati, the principal songwriters of the group, have never written better music. I followed their musical development very carefully for the rest of the group's professional life, and this album was by far their best effort. In fact, this album in vinyl format is still routinely for sale on Ebay due to demand and because it has never been re-released in America. When The Rascals were inducted in the Rock n' Roll Hall of Fame a few years ago, it was a shame that Cavaliere-Brigati were not inducted as songwriters as well. Nevertheless, this album will be played enthusiastically 40 years from now, for the same reasons we are still in love with it almost 40 years after its initial release.

Review on Scott's Rock and Soul Album Reviews:

Wow, this sounds almost like a different group entirely from the one that recorded The Young Rascals. Like almost all of their contemporaries at the time, The Rascals were greatly influenced and inspired by The BeatlesÕ Sgt. Pepper's, and this is a loose concept album - the concept being an optimistic view of an ideal world - whose dreamy, psychedelicized music leans more towards orchestral pop than the soulful pop rock of GroovinÕ. And while I more naturally gravitate towards the latter sound, this largely overlooked album, whose lone single ÒIt's WonderfulÓ peaked at only #20, is an excellent endeavor within its realm, though the bandÕs psychedelic side is often curiously dismissed by critics who I have to wonder if theyÕve ever actually listened to this album. Anyway, the between songs segues and effects are kinda silly, but theyÕre short and donÕt really hinder the overall experience. Also, perhaps a couple of songs are overly slight, and the album is ÒdatedÓ in a way that their previous three albums werenÕt, but if youÕre willing to escape to an uplifting alternate reality, this albumÕs out-of-time charm is sure to win you over, even if it might take several listens before doing so. After all, the albumÕs richly detailed sound, aided and abetted by producer Arif Mardin and engineer Tom Dowd (their George Martin and Geoff Emerick, so to speak), rewards repeat plays, and again the band has written a stellar batch of songs, even if the radio programmers of the day failed to recognize this. Bookended by the lushly dreamy title track, the former merely an intro tying it all together, the latter featuring a rare lead vocal from unofficial Òfifth RascalÓ David Brigati (who sounds like a more operatic Eddie), the album has its fair share of highlights, though IÕll only mention a few since this is an album thatÕs meant to be listened to as a whole whereas previous albums were more singles oriented. The aptly titled ÒEasy RollinÕÓ sounds like a combination of their own ÒIÕm So Happy NowÓ and something that the LovinÕ Spoonful mightÕve done, while ÒRainy DayÓ delivers a delicate yet majestic romantic vision. The short but satisfying rocker ÒPlease Love Me,Ó with DanelliÕs syncopated beats and CornishÕs short sharp guitar bursts, is more like the old Rascals, though it adds exotic woodwinds into the mix as well, while the straightforward soul pop of ÒMy WorldÓ and the bluesy Ray Charles homage ÒSinging The Blues Too LongÓ also recall The RascalsÕ earlier roots. Still, these are the exceptions rather than the rule, and perhaps the album is best exemplified by ÒItÕs Wonderful,Ó whose pure pop is distinguished by the bandÕs high-pitched harmonies, which are highlights throughout the album and which show what an asset David had become. Not to be outdone, ÒMy HawaiiÓ is the obligatory dramatic ballad by brother Eddie, while the sitar-drenched ÒSattvaÓ is the most overtly ÒtrippyÓ track, but again itÕs likely that individual songs arenÕt what youÕll remember about this album. Instead, whatÕs special about Once Upon A Dream is the way that it takes you on a journey to a different place, a better place where you can easily imagine this charming album being recorded the respect it deserves as the minor classic that it is.

Review on The Rising Storm:

After releasing three classic garage blue-eyed soul records, the Rascals felt a need to expand their sound, become a bit more ornate, and take in the influence of psychedelia. In early 1968 they released Once Upon A Dream, a vague concept lp inspired by recent albums Pet Sounds and Sgt. PepperÕs. The concept is a bit unclear to me but I believe each track is supposed to represent a different dream. The groupÕs vocal arrangements were some of their most ambitious to date and where the previous three albums had been excellent collections of album tracks and singles, Once Upon A Dream hangs together quite well as an album Ð a finished product if you will.

Once Upon A Dream opens up with a fairly well known track, Easy RollinÕ. Easy RollinÕ is one of the mini classics on this album and stands out from previous Rascal outings in that itÕs more roots influenced with edgy acoustic guitars, harmonica, and B-3. The production on this song is remarkable: one can hear birds chirping in the background and the band itself seems to have more space and breathing room. Other tracks like the dreamy Silly Girl and zany Rainy Day are psychedelic pop songs that have strings and horns in the mix. These sweet, confectionery treats give way to harder edged psych rockers Please Love Me and ItÕs Wonderful. Please Love Me harks back to the bandÕs mid 60s garage soul period but has wonderful flute and swirling fuzz guitar effects. Other great songs are the soul-blues of SinginÕ The Blues Too Long which has a clear Ray Charles influence, and the great, overlooked blue-eyed soul classic, My World. My World is notable for including female backup singers as well as the RascalsÕ own excellent vocal arrangement.

The Rascals would release other good albums after Once Upon A Dream but few pop records from the time are as instantly memorable and sophisticated as this. At the time, the albumÕs production and sound were considered a triumph. This is a true classic and should be part of any serious rock n roll collection. There are a few cd reissues of Once Upon A Dream currently available while the original Atlantic lp is fairly easy to find.

Liner Notes by Richie Unterberger:

Over the course of their first three albums (The Young Rascals, Collections, and Groovin', all reissued on CD by Collectors' Choice Music), the Rascals had evolved enormously as songwriters and soul-rock stylists within an astonishingly short period of time. That was true of several major rock bands of the 1960s, of course, but it was still remarkable that only a year and a half or so separated the blue-eyed soul raunch of "Good Lovin'" from the near-psychedelic bliss of "Groovin'." For all its innovative qualities, however, the Groovin' album had consisted largely of songs that were released on singles, a couple of them making their debuts on 45 considerably in advance of the LP's release. Once Upon a Dream marked not only a deeper immersion in the psychedelic ethos of the time, but also perhaps the Rascals' first long-playing record conceived of as an album, not just a collection of tracks cut during roughly the same period. Tellingly, it was also the first Rascals LP comprised entirely of original material, and featured just one hit single.

Before the album was released, there had been hints that it would be a departure from previous Rascals longplayers, both in sound and attitude. "Our new album, and I say this in a humble way, will be Sgt. Pepperish," organist and singer Felix Cavaliere told Melody Maker in October 1967. "We'd really like to go on a world tour in Japan, Turkey, Europe and even the USSR to spread a message of peace. It would be a world peace tour. The message won't be simple pacifism, it'll go deeper than that. It's lack of communication that leads to ignorance and war. On our travels we have found already that young people are really groovy all over the world. Although we're not fighters or anything, we would like to do our bit to get them together. We feel there is freedom of expression in pop music today so that we can do this, and it is the Beatles who have opened up so many doors for so many people, both musically and as regards the press."

Sixteen years later, incidentally, Cavaliere would speculate that the Rascals influenced the Beatles as well. Discussing Jimmy Smith's organ work with Rock Keyboard in October 1983, Felix observed, "He created a rising crescendo sound pattern that was tonal, by just putting his hands on the keys and moving up. I magnified that to the '60s level of monster sound, and I think my way of doing it had a very strong effect on the music of the Beatles...all of us were very aware of each other in those days. We took plenty from the Beatles, and I'm proud to say that they took something from us. We were working in a club in London, and Paul [McCartney] came down to see us. It was a small room, and in that kind of a place, a Hammond organ with two Leslie speakers and full reverb is quite an experience. You can't get away from it. It fills every corner, because the sound from the Leslie isn't straight; it's around. At the end of our set we played this jazz-rock number called 'Cute,' and at the end I did this effect, going from the complete bottom of the second manual to the midpoint and all the way up to infinity. I remember that Paul was very taken aback by that. He felt it. The next time they put out an album, it was Sgt. Pepper, and they did the same thing, using a whole orchestra [in 'A Day in the Life']. He took it another step. From Smith to Cavaliere to McCartney; that's how that one went. Where Smith got it from I have yet to find out."

The specific influence of Sgt. Pepper and other psychedelic records of 1967 can be heard on Once Upon a Dream in the frequent use of brief instrumental and spoken passages and sound effects to link and introduce tracks; the abundance of session musicians and orchestration to embroider the quartet of actual Rascals; the eclecticism of styles and arrangements, which varied widely from track to track; and the whimsical, loose-livin'-and-lovin' optimism of much of the lyrics and music. It could even be seen, in fact, on the album's cover, which featured a collection of sculptures by drummer Dino Danelli, andÑfor the first time on any of their LP sleevesÑbilled the band as the Rascals, the group having outgrown the Young Rascals name. With any such risk-taking venture, the danger lies in having the ambition tip over into gimmickry that overwhelms the music. Fortunately, the Rascals, like the Beatles, didn't lose sight of the most essential ingredientÑstrong, memorable pop songs, all but one (guitarist Gene Cornish's "I'm Gonna Love You Too") written by the team of Felix Cavaliere and singer Eddie Brigati. And Once Upon a Dream has many of them, even if they didn't always sound like the blue-eyed soul with which the Rascals first made their mark.

For all its psychedelic trimmings, however, Once Upon a Dream did contain one bona fide hit single, "It's Wonderful," which made it to #20 in early 1968. Remarkably, it was both wonderful and psychedelic, exuding the carefree relaxed vibe the group had perfected with "Groovin'," but adding a downright freaky instrumental break with high echoing harmonies that disappeared into the ether (and which would be sped up into oblivion on the track's fade), a brief snatch of free jazz brass, and criss-crossing laser beams of sound effects. (Adrian BarberÑlater to work as engineer on albums by the Allman Brothers, Velvet Underground, Bee Gees, and CreamÑeven gets a "Sound Effects Engineer" credit on the sleeve.) As a weird extended coda of sorts, it segues into "I'm Gonna Love You Too," a fusion of soul ballad and Salvation Army instrumentation that is one of the record's most overt nod to trendy psychedelicisms. The most overt nod is unquestionably the raga-rocker "Sattva," on which Cavaliere plays sitar, Danelli tabla, and Brigati tamboura, though even that become a typically Rascalian blue-eyed soul groover in the middle section.

Yet several of the record's songs were as earthy soul-rock concoctions as anything the Rascals had done. "Easy Rollin'" was lowdown funky soul-blues, albeit with a wistful veneer; "Please Love Me" was urgent uptempo romantic blue-eyed soul with a thumping piano base, albeit with some bits where the song unpredictably drifted off into snake-charming jazz passages. "Singin' the Blues Too Long" was a tasteful homage to the sort of bluesy piano R&B mastered by Ray Charles (complete with wailing responsive gospel backup vocals), whom Cavaliere has always credited as a major influence. It was this kind of performance that gave the Rascals a bigger black audience than virtually any other white act of the era; the Once Upon a Dream album, in fact, would actually chart higher in the R&B listings (where it peaked at #7) than the pop ones (where it made #9). "My World" was the kind of bittersweet, high-harmony-bathed soul ballad that would have been a natural for a Philadelphia vocal soul group to cover in the late '60s.

Elsewhere, the lushly orchestrated "Rainy Day" was the kind of sentimental ballad at which Brigati (who sang lead) excelled, and "My Hawaii" satisfied his soft spot for semi-operatic melodramatic pop of the pre-rock sort. Eddie also took lead on "Silly Girl," the sort of bouncy, out-and-out catchy romantic pop song with which the group might have had a hit single, though it didn't even make it onto a B-side. And "Finale: Once Upon a Dream" features as lead singer not one of the Rascals, but Eddie's brother David Brigati, whom Cavaliere had met back in the Starliters days, and who had contributed birdcalls for "Groovin'." Several other high-profile guests played on the record as well, including tenor saxophonist King Curtis; jazz flutist Hubert Laws; jazz soprano saxophonist Steve Marcus; and jazz bassists Chuck Rainey, Ron Carter, and Richard Davis, all of whom filled in the spaces unavailable to the Rascals in their bass-less onstage lineup (though Gene Cornish played some bass on Once Upon a Dream as well).

Considering how unusual Once Upon a Dream might have sounded to some Rascals fans, it sold quite well, in addition to satisfying the group's newly grown appetites for lyrical and musical experimentation. They weren't done with those yet, either, taking an entire double LP for their next album, 1969's Freedom Suite, which has also been reissued on CD by Collectors' Choice Music.


LP track listing
All songs were written by Felix Cavaliere and Eddie Brigati except as noted.

Side One

1. "Intro/Easy Rollin'" Ð 0:20/2:55
2. "Rainy Day" Ð 3:37
3. "Please Love Me/Sound Effect" Ð 2:02/0:10
4. "It's Wonderful" Ð 2:40
5. "I'm Gonna Love You/Dave & Eddie" (Gene Cornish) Ð 2:17/0:10
6. "My Hawaii" Ð 4:09

Side Two

7. "My World" Ð 2:45
8. "Silly Girl" Ð 2:41
9. "Singin' the Blues Too Long/Bells" Ð 5:06/0:09
10. "Sattva" Ð 4:12
11. "Finale: Once Upon a Dream" Ð 3:20


Personnel:
* Felix Cavaliere Ð vocals, keyboards, sitar
* Eddie Brigati Ð vocals, percussion, tamboura
* Gene Cornish Ð vocals, guitar
* Dino Danelli Ð drums, tabla
* David Brigati Ð vocals
* Chuck Rainey Ð bass
* Ron Carter Ð bass
* Richard Davis Ð bass
* King Curtis Ð tenor saxophone
* Hubert Laws Ð flute
* Melvin Lastie Ð trumpet
* Buddy Lucas Ð harmonica
* Steve Marcus Ð soprano saxophone