| 1 | The Finest Joke Is Upon UsBass – Johnny StrangeDrums – Kevin FennellLead Guitar – Robert Pollard | 3:08 |
| 2 | Bomb In The Bee-HiveLead Guitar – Doug Gillard | 2:03 |
| 3 | Now To WarLead Guitar – Doug Gillard | 2:44 |
| 4 | Hollow Cheek | 0:32 |
| 5 | Portable Men's SocietyBass – Mitch Mitchell Lead Guitar – Doug Gillard | 4:16 |
| 6 | Are You Faster?Bass, Guitar – Jim PollardDrums – Tobin SproutLead Guitar – Robert Pollard, Tobin SproutRecorded By – Tobin SproutWritten-By – J. Pollard, R. Pollard, Sprout | 1:13 |
| 7 | Knock 'Em Flyin'Drums – Kevin FennellEngineer [Assistant] – Gary King Producer, Engineer – John Croslin | 1:52 |
| 8 | Choking Tara | 1:24 |
| 9 | The Old GruntKeyboards [Casio] – Jim Pollard | 1:28 |
| 10 | I Am A TreeWritten-By, Lead Guitar – Doug Gillard | 4:40 |
| 11 | Bulldog SkinLead Guitar – Doug GillardOrgan – Chad Stanisic | 2:59 |
| 12 | Can't Hear The RevolutionBacking Vocals – Tobin SproutDrums – Robert PollardKeyboards [Casio] – Jim Pollard, Robert PollardRecorded By – Tobin Sprout | 1:36 |
| 13 | Mag Earwhig! | 0:39 |
| 14 | The Colossus Crawls West | 2:13 |
| 15 | Learning To HuntBass – Johnny StrangeProgrammed By – John Shough | 2:24 |
| 16 | Little LinesBass – Mitch Mitchell Lead Guitar – John Petkovic | 2:02 |
| 17 | Not Behind The Fighter JetBass – Mitch Mitchell | 2:13 |
| 18 | Mute SuperstarBass – Mitch Mitchell Lead Guitar – Doug Gillard | 1:24 |
| 19 | Sad If I Lost ItBass – Johnny StrangeDrums – Joe BubenKeyboards [Casio] – Robert PollardProgrammed By – John Shough | 3:10 |
| 20 | I Am ProducedAcoustic Guitar, Keyboards [Casio] – Tobin SproutRecorded By – Tobin SproutWritten-By – R. Pollard, Sprout | 1:06 |
| 21 | Jane Of The Waking UniverseBass, Electric Guitar, Slide Guitar, Lead Guitar, Backing Vocals – Tobin SproutDrums – Kevin FennellEngineer [Assistant] – Gary King Guitar – Mitch Mitchell Producer, Engineer – John Croslin | 2:25 |
© ℗ 1997 Matador Records.
Released in a six panel Digipak.
Tracks 3, 5, 9, 12, 13, 17, 20 & 21 engineered at 609, Cleveland; produced by everyone involved.
Tracks 2, 4, 10, 11, 14 to 16 & 19 recorded at Cro-Magnon, Dayton.
Tracks 8 & 18 produced and engineered at Refraze, Dayton.
Tracks 1, 6 & 7 recorded on a 8-track.
Publishing
©℗1997 Needmore Songs / Music Corporation Of American [sic] (BMI), except
track 3 ©℗1997 Flippant Music (BMI)
tracks 6 & 7 ©℗1997 Needmore Songs / MCA, (BMI) / I'm A Cowboy Songs (BMI)
Inspiration for "Portable Men's Society" by Buffalo Beerwax.
Thanks to The Small Faces (Extras in The Film).