| 1 | All Over NowBass, Acoustic Guitar, Backing Vocals, Percussion – Jon BrionDrums – Stacy JonesElectric Guitar – Aimee Mann, Bernard Butler, Jon BrionSoloist [1st & 2nd] – Jon BrionSoloist [3rd] – Peter LintonSoloist [4th] – Aimee MannWritten-By – Mann | 3:37 |
| 2 | Par For The CourseDrums, Bass, Guitar, Keyboards, Percussion – Aimee MannWritten-By – Mann | 6:01 |
| 3 | RayBacking Vocals – Clayton ScobleBass, Acoustic Guitar – Aimee MannDrums, Piano [Tack], Harmonium – Jon "Ringo" BrionWritten-By – Mann | 4:47 |
| 4 | Untitled | 1:21 |
| 5 | AmateurBacking Vocals – Juliana HatfieldKeyboards, Guitar, Bass – Jon BrionSoloist – Glenn TilbrookWritten-By – Mann, Brion | 4:51 |
| 6 | SuperballBass Harmonica – Jon BrionBass, Guitar – Aimee MannDrums – John SandsHandclaps – Aimee Mann, Jon Brion, Jon LupferKeyboards – Mike DenneenWritten-By – Mann | 3:05 |
| 7 | That's Just What You AreAcoustic Guitar, Electric Guitar – Aimee MannBacking Vocals – Aimee Mann, Chris Difford, Glenn TilbrookBass – Aimee MannDrum Programming [Drum Loop Stuff] – Martyn WatsonElectric Guitar – Clayton Scoble, Glenn TilbrookKeyboards – Mike DenneenSoloist – Glenn TilbrookWritten-By – Mann, Brion | 4:22 |
| 8 | SugarcoatedBacking Vocals – Aimee Mann, Jon BrionBass – Aimee MannDrums – Jon BrionGuitar – Bernard ButlerKeyboards – Bernard Butler, Jon BrionWritten-By – Mann, Butler | 3:39 |
| 9 | (silence) | 0:53 |
| 10 | It's Not SafeBacking Vocals – Clayton Scoble, Glenn Tilbrook, Jon Brion, Neil Innes, Ron NastyBass, Percussion, Keyboards – Jon BrionDrums – John SandsGuitar – Aimee Mann, Clayton Scoble, Jon Brion, Michael PennSoloist – Michael PennWritten-By – Mann | 4:58 |
| 11 | You're With Stupid NowAcoustic Guitar, Percussion – Aimee MannElectric Guitar, Acoustic Bass, Cello, Backing Vocals – Jon BrionWritten-By – Mann | 3:27 |
| 12 | Long ShotBacking Vocals – Clayton Scoble, Jon BrionBass – Aimee MannDrums – John Sands, Stacy JonesGuitar – Aimee Mann, Jon Brion, Michael LockwoodPercussion – Jon BrionSoloist – Aimee MannWritten-By – Mann | 3:13 |
| 13 | FrankensteinBacking Vocals – Chris Difford, Glenn TilbrookDrums, Keyboards, Bass, Acoustic Guitar, Guitar [Distorted Nylon] – Jon BrionWritten-By – Mann, Brion | 4:25 |
| 14 | You Could Make A KillingBacking Vocals – Juliana HatfieldBass, Acoustic Guitar, Electric Guitar – Aimee MannDrums, Lead Guitar – Jon BrionWritten-By – Mann | 3:21 |
| 15 | Choice In The MatterBacking Vocals – Aimee Mann, Chris Difford, Glenn Tilbrook, Jon BrionBass – Brad HallenDrums – John SandsGuitar – Aimee Mann, John SandsPercussion – Jon BrionSoloist – Jon BrionWritten-By – Mann, Brion | 3:13 |