3.album (1973)
Lou Reed - guitar, keyboards, vocals
Bob Ezrin – piano, mellotron, production, arrangement
Michael Brecker – tenor sax
Randy Brecker – trumpet
Jack Bruce – bass; except "Lady Day" & "The Kids"
Aynsley Dunbar – drums; except "Lady Day" & "The Kids"
Steve Hunter – electric guitar
Tony Levin – bass on "The Kids"
Allan Macmillan – piano on "Berlin"
Gene Martynec – acoustic guitar, synthesizer and vocal arrangement on "The Bed," bass on "Lady Day"
Jon Pierson – bass trombone
Dick Wagner – background vocals & electric guitar
Blue Weaver – piano on "Men of Good Fortune"
B.J. Wilson – drums on "Lady Day" & "The Kids"
Steve Winwood – organ & harmonium
Bob Ezrin, Dennis Ferrante, Steve Hyden, Elizabeth March, Lou Reed, Dick Wagner – choir
Allan Macmillan – arrangement
1. Berlin
2. Lady Day
3. Men Of Good Fortune
4. Caroline Says I
5. How Do You Think It Feels
6. Oh Jim
7. Caroline Says II
8. The Kids
9. The Bed
10. Sad Song