Many of the songs on the album have instrumental work from The Velvet Underground, whom Nico had previously collaborated with the year before on The Velvet Underground and Nico, as well as song writing credits from members of the band. The song "I'll Keep it With Mine", which is also featured on the album, was written by Bob Dylan, and the album also features three songs by Jackson Browne, who also contributes guitar to the album.
Side A
1. "The Fairest of the Seasons" (Jackson Browne, Gregory Copeland) – 4:06
2. "These Days" (Browne) – 3:30
3. "Little Sister" (John Cale, Lou Reed) – 4:22
4. "Winter Song" (Cale) – 3:17
5. "It Was a Pleasure Then" (Nico, Reed, Cale) – 8:02
Side B
1. "Chelsea Girls" (Reed, Sterling Morrison) – 7:22
2. "I'll Keep It with Mine" (Bob Dylan) – 3:17
3. "Somewhere There's a Feather" (Browne) – 2:16
4. "Wrap Your Troubles in Dreams" (Reed) – 5:07
5. "Eulogy to Lenny Bruce" (Tim Hardin) – 3:45
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