| 1 | It's So SadWritten-By – Mark Proctor | 2:44 |
| 2 | Beautiful Scandalous NightWritten-By – D. Daugherty, S. Hindalong | 4:13 |
| 3 | Like A CloudWritten-By – D. Daugherty, S. Hindalong | 2:56 |
| 4 | Sunshine DownWritten-By – M. Roe | 3:01 |
| 5 | The Lust, The Flesh, The Eyes & The Pride Of LifeWritten-By – M. Roe | 3:36 |
| 6 | Ain't Gonna Fight ItWritten-By – T. Taylor | 4:50 |
| 7 | I'm Setting You Free (But I'm Not Letting You Go)Written-By – S. Hindalong, T. Taylor | 3:07 |
| 8 | Grace Is The Smell Of RainWritten-By – J. Chamberlain, T. Taylor | 3:29 |
| 9 | To Cover YouWritten-By – D. Daugherty, S. Hindalong | 2:44 |
| 10 | If You Want ToWritten-By – T. Taylor | 4:03 |
From booklet:
Track 1
©1991 Twitchen Vibes • Brainstorm Artists Int'l. (ASCAP/BMI)
Originally recorded in 1991 by Daniel Amos on dä - Kalhoun
Track 2
©1986 Fools Of The World, Ltd. (ASCAP)
Originally recorded in 1986 by The 77s on The Seventy Sevens - The 77's
Track 3
©1994 Never Say Never Songs (ASCAP)
Originally recorded in 1994 by The Choir on The Choir - Speckled Bird
Track 4
©1993 Twitchen Vibes • Brainstorm Artists Int'l. • Young and Ambitious Music (ASCAP)
Originally recorded in 1993 by Daniel Amos on Daniel Amos - Motor Cycle
Track 5
©2002 7 And 7 Is Music (ASCAP)
Originally recorded in 2002 by Michael Roe on Michael Roe - Say Your Prayers
Track 6
©1989 Word Music (ASCAP)
Originally recorded in 1989 by The Choir on The Choir - Wide-Eyed Wonder
Track 7
©1979 Fools Of The World, Ltd. (ASCAP)
Originally recorded in 1982 by The 77s on The 77s - Ping Pong Over The Abyss
Track 8
©1976 Maranatha! Music (ASCAP)
Originally recorded in 1976 by Daniel Amos on Various - Maranatha! 5
Track 9
©1991 Never Say Never Songs • Newspring Pub. (ASCAP)
Originally recorded in 1991 for At The Foot Of The Cross - Volume One – Clouds, Rain, Fire
Also recorded in 2000 by The Choir on The Choir - Flap Your Wings
Track 10
©2004 Never Say Never • Brentwood Benson • Zoom Daddy (ASCAP/BMI)
Recorded in 2004 by The Lost Dogs on "MUTT"