| 1 | Side Three |
| 2 | Flashing Lights And CockfightsAcoustic Guitar, Bass, Vocals – Joseph ArthurPiano – Gary Go | 3:35 |
| 3 | Hard To SeePerformer [All Instruments], Vocals – Joseph Arthur | 2:40 |
| 4 | Slide AwayElectric Guitar, Acoustic Guitar, Bass, Drums, Synthesizer, Backing Vocals, Vocals – Joseph ArthurGuitar [Lead], Backing Vocals – Kenny Siegal | 4:08 |
| 5 | Don't Tell Your EyesAcoustic Guitar, Drums, Piano, Vocals – Joseph ArthurDrum Programming [Drum Machine], Clavinet [Hohner Rhythm] – Mark Bihler | 3:14 |
| 6 | Automatic SituationBacking Vocals, Other [Sha Energy] – Sean Porrex Aka YDrums – Hoss Electric Piano, Bass, Synthesizer, Backing Vocals, Vocals – Joseph Arthur | 3:30 |
| 7 | Don't Give Up On PeoplePiano, Bass, Drums, Synthesizer, Vocals – Joseph Arthur | 2:37 |
| 8 | When I Was Running Out Of TimeAcoustic Guitar, Vocals – Joseph ArthurProducer [Additional] – Mark Bihler | 3:02 |
| 9 | I Love YouPerformer [All Instruments], Vocals – Joseph Arthur | 3:40 |
| 10 | Nuclear Daydream |
| 11 | Too Much To HideDrums – Brian GeltnerGuitar, Bass, Synthesizer, Vocals – Joseph ArthurProducer [Additional] – David Kosten | 3:18 |
| 12 | Electrical StormAcoustic Guitar, Bass, Theremin, Vocals – Joseph ArthurPiano – Gary GoProducer [Additional] – Mark BihlerSynthesizer [Russian] – Mark Bihler | 4:50 |
| 13 | Enough To Get AwayPerformer [All Instruments], Vocals – Joseph Arthur | 2:48 |
| 14 | Nuclear DaydreamAcoustic Guitar, Bass, Vocals – Joseph ArthurPiano, Synthesizer – Gary GoProducer [Additional] – Andreas Wickmann, Gary Go | 4:21 |
| 15 | Moon In The Skull (Long Way Down)Drums – G WizGuitar, Synthesizer, Percussion, Vocals – Joseph Arthur | 4:04 |
| 16 | My Eyes Follow YouBass, Synthesizer, Percussion, Vocals – Joseph ArthurDrums – G Wiz | 3:07 |
| 17 | You Are FreeAcoustic Guitar, Electric Guitar, Bass, Synthesizer, Percussion, Backing Vocals, Vocals – Joseph ArthurBacking Vocals – Kenny SiegalDrums – Rene LopezViolin – Joan Wasser | 4:16 |
| 18 | WomanGuitar, Drums, Vocals – Joseph Arthur | 4:50 |
| 19 | Black LexusPerformer [All Instruments], Vocals – Joseph Arthur | 3:14 |
| 20 | Can't Let You StayAcoustic Guitar, Vocals – Joseph Arthur | 3:55 |
European reissue on Fargo Records includes 6 bonus tracks. Comes in a gatefold sleeve with lyrics booklet.
Mastered at Kevorkian Mastering, Inc.
Ⓟ 2006 JOSEPH ARTHUR
Ⓒ 2009 FARGO under exclusive license from JOSEPH ARTHUR