Happening Live!

This album contains several previous hit songs by the band: "Time Won't Let Me", "Girl in Love", "Help Me Girl" and "Respectable". Sonny Geraci introduces the songs and also provides bandmember introductions before "Respectable", although the bass guitarist is introduced only as "Mugsy", and the lead guitarist is introduced as "Grumpy".

The remaining seven songs are all covers that had not been previously released. This is the third album by the band to feature a song made famous by the Temptations; "Ain't Too Proud to Beg" was a May 1966 hit by the band.

The final song on the album – the band's "encore" at the purported concert – is introduced by Sonny Geraci as "Good Lovin'", and is identified on the track listing as "Good Lovin'" by the Young Rascals, but is actually "Good Good Lovin'". The last song on the first side, however, was released as the fourth single by the Young Rascals in September 1966 and was included on their second album, Collections (which was released in January 1967).

The first two bonus tracks are both sides of the second single that was released by the new band that Sonny Geraci organized in Los Angeles, first billed under the name the Outsiders but later dubbed Climax. The earlier single released in this manner was included among the bonus tracks on the first of the two Liberty Bell CDs. The next two tracks are from a single released by the Outsiders under Tom King's direction, when he reformed the band in Cleveland; the new lead singer replacing Geraci was Jon Simonell. "Waiting for the End to Come" and "Park Preserve" are other selections by Climax, with the latter being the flip side of the band's hit single "Precious and Few".

• Tom King, rhythm guitar, tenor saxophone, vocals, arranger
• Sonny Geraci, lead vocals
• Mert Madsen, bass guitar
• Al Austin, lead guitar
• Ronnie Harkai, drums
• Chet Kelley, songwriter
• Mike Geraci, saxophone
• Evan Vanguard, horns
• Tommy Baker, horns and strings arrangements

• Tom King, rhythm guitar, tenor saxophone, vocals, arranger
• Sonny Geraci, lead vocals
• Richard D'Amato, bass guitar
• Walter Nims, lead guitar
• Richie D'Angelo, drums

1. "Time Won't Let Me" (Tom King, Chet Kelley), 3:12
2. "Ain't Too Proud to Beg" (Eddie Holland, Norman Whitfield), 2:20
3. "Show Me" (Joe Tex), 2:40
4. Introduction of the Outsiders, 1:35
5. "Respectable" (Isley Brothers), 2:00
6. "Michelle" (John Lennon, Paul McCartney), 2:34
7. "Come on Up" (Felix Cavaliere), 2:53

1. "Help Me Girl" (Scott English, Lawrence Weiss), 2:49
2. "Girl in Love" (Tom King, Chet Kelley), 3:00
3. "Gloria" (Van Morrison), 2:58
4. "Love Makes the World Go 'Round" (Deon Jackson), 2:57
5. "Good Good Lovin'" (James Brown), 3:07

When released by Liberty Bell, the CD included the tracks on The Outsiders In in the same order as on that LP, followed by the tracks on this album in the same order, then these bonus tracks (29 tracks in all):

1. "Loving You"
2. "Think I'm Falling" solo version
3. "Tinker Tailer" feat. Jon Simonell
4. "You're Not So Pretty" feat. Jon Simonell
5. "Waiting For the End to Come"
6. "Park Preserve" full-length stereo version