The second and final Dillard and Clark lp is more electric than their bluegrass oriented there debut. Bernie Leadon moved over to labelmates The Flying Burrito Bros, as did drummer Mike Clark. Bluegrass fiddle champion Byron Berline and vocalist Donna Washburn joined Dillard and Clark on this album. The result is a more electric c&w with frequent pedal steel by Burrito Sneaky Pete and more covers of c&w standards along with a great version of The Beatles Dont Let Me Down. Clark duets with Donna Washburn on Rocky Top and the Everly Bros So Sad in a style not unlike Gram Parsons and Emmy Lou Harris. No Longer A Sweetheart Of Mine and Roll In My Sweet Baby's Arms are fine examples of pure bluegrass showcasing the talents of Doug Dillard and Byron Berline. But the Gene Clark penned titlesong and Polly really show the road Gram and Emmylou would walk so successfully.

1. "No Longer a Sweetheart of Mine" (Don Reno/Red Smiley) – 3:16
2. "Through the Morning, Through the Night" (Gene Clark) – 4:06
3. "Rocky Top" (Boudleaux Bryant/Felice Bryant) – 2:47
4. "So Sad" (Don Everly) – 3:21
5. "Corner Street Bar" (Gene Clark) – 3:35
6. "I Bowed My Head and Cried Holy" (Gene Clark) – 3:33
7. "Kansas City Southern" (Traditional/Clark/Dillard) – 3:40
8. "Four Walls" (George Campbell/Marvin Moore) – 3:40
9. "Polly" (Gene Clark) – 4:22
10. "Roll in My Sweet Baby's Arms" (Bill Monroe) – 2:50
11. "Don't Let Me Down" (John Lennon/Paul McCartney) – 3:52

Personnel:

* Gene Clark - guitar, harmonica, vocals
* Doug Dillard - banjo, fiddle, guitar, vocals
* Bernie Leadon - bass, guitar
* Chris Hillman - mandolin
* Byron Berline - fiddle
* Sneaky Pete Kleinow - pedal steel guitar
* Michael Clarke - drums
* Don Beck - dobro, guitar, harmonica, mandolin
* Jon Corneal - drums, tambourine
* David Jackson - bass, piano, cello, vocals
* Donna Washburn - guitar, tambourine, vocals
* Andy Belling - harpsichord