| # | Title | Rating | Length |
|---|
| C1 | Running Scared | 3.25 | 2:10 |
| C2 | Leah | 5 | 2:37 |
| C3 | Working for the Man | | 2:23 |
| C4 | In Dreams | 4 | 2:47 |
| C5 | Falling | 4 | 2:20 |
| C6 | Mean Woman Blues | 4 | 2:23 |
| D1 | Oh Pretty Woman- producer:
- Fred Foster
- 12 string guitar [12 string guitar Epiphone] and lead vocals:
- Roy Orbison (on 1964-08-01)
- double bass [upright bass]:
- Bob Moore (on 1964-08-01)
- drums (drum set):
- Buddy Harman (on 1964-08-01)
- guitar:
- Jerry Kennedy (on 1964-08-01), Wayne Moss (on 1964-08-01) and Billy Sanford (on 1964-08-01)
- harmonica:
- Charlie McCoy (on 1964-08-01)
- percussion:
- Paul Garrison (on 1964-08-01)
- piano:
- Floyd Cramer (on 1964-08-01)
- saxophone:
- Boots Randolph (on 1964-08-01)
- vocals:
- Roy Orbison
- phonographic copyright (℗) by:
- Orbison Records, Orbison Records, Inc. and Monument Record Corp. (in 1964)
- part of:
- Dave Marsh: The Best of the Top 40 Singles: 1964 (number: 20), Billboard: The 500 Best Pop Songs (number: 59), Rock and Roll Hall of Fame – 500 Songs That Shaped Rock and Rolling Stone: 500 Greatest Songs of All Time (number: 222)
- recording of:
- Oh, Pretty Woman (on 1964-08-01)
- lyricist and composer:
- Bill Dees and Roy Orbison
- publisher:
- Acuff-Rose Music Limited , Barbara Orbison Music Company, Roy Orbison Music Company, Universal/MCA Music Ltd. , Acuff-Rose Publications, Inc. (on 1964-08-26) and Acuff-Rose (in 1972)
| 4.2 | 2:55 |
| D2 | Blue Bayou | 4 | 2:27 |
| D3 | Pretty Paper | 4 | 2:44 |
| D4 | It's Over | 3.85 | 2:46 |
| D5 | (Say) You're My Girl | | 2:44 |
| D6 | Goodnight | | 2:27 |