| 1 | Touch TonePercussion, Synthesizer, Piano, Voice – DixonWritten-By – Don Dixon | 3:28 |
| 2 | CrusherAccordion – Vinnie ZummoAcoustic Bass – Jack HerrickAcoustic Guitar [Slide] – Frank ChristianElectric Guitar – Mitch EasterPercussion [Broken Stick] – DixonPercussion [Chatan], Percussion – Aiyb DiengWritten-By – Liam Sternberg | 4:00 |
| 3 | Chance Of A LifetimeAcoustic Guitar – MartiAcoustic Guitar, Vocals – DixonBass – Rick FordDrums – Gary BurkeElectric Guitar – Vinnie ZummoGuitar [Solo] – Mitch EasterVocals – Simmons, Treva SpontaineWritten-By – Dwight Twilley | 3:20 |
| 4 | Be Myself AgainDrums – Robert CrenshawElectric Guitar, Lead Guitar [Solo] – Mitch EasterElectric Guitar, Piano, Acoustic Guitar, Vocals – DixonTwelve-String Guitar – Marshall CrenshawWritten-By – Don Dixon, Marti Jones | 3:40 |
| 5 | Soon I Will Be GoneAcoustic Guitar – MartiBass, Vocals – DixonCello – Martin LovedayDrums – Terry SilverlightGuitar [Fuzz Guitar with Matamp] – Mitch EasterGuitar [Leslie] – Vinnie ZummoViola – George RobertsonViolin [1st Violin] – Gavyn WrightViolin [2nd Violin] – Wilfred GibsonVocals – Anne Richmond BostonWritten-By – Andy Fraser, Paul Rodgers | 3:01 |
| 6 | Just A MemoryBass, Acoustic Guitar, Organ, Vocals – DixonDrums – Robert CrenshawElectric Guitar – Marshall CrenshawGuitar [Vibrato Guitar] – T-Bone BurnettPiano – Paul CarrackVocals – Anne Richmond BostonWritten-By – Elvis Costello | 3:45 |
| 7 | Soul LoveAcoustic Guitar – MartiBass, Piano, Vocals – DixonDrums – Terry SilverlightElectric Guitar – Vinnie ZummoPercussion [Chatan] – Aiyb DiengSaxophone – Gary BarnacleWritten-By – David Bowie | 3:40 |
| 8 | It's Too LateAcoustic Guitar, Handclaps – MartiBass, Guitar, Piano [Tack], Vocals – DixonDrums – Robert CrenshawElectric Guitar, Lead Guitar [Solo], Vocals – Marshall CrenshawHandclaps – Ariel WarnerVocals – Richard BaroneWritten-By – John David | 3:35 |
| 9 | Whenever You're On My MindAcoustic Guitar – MartiBass – Rick FordDrums – Gary BurkeElectric Guitar – Vinnie ZummoGuitar [High String Guitar], Guitar [Backbeat Guitar], Vocals – DixonGuitar [Vibrato Guitar], Acoustic Guitar – Mitch EasterVocals – Treva SpontaineWritten-By – Bill Teeley, Marshall Crenshaw | 3:11 |
| 10 | Inside These ArmsBass, Synthesizer, Vocals – DixonDrums – Mickey CurryElectric Guitar – Mitch Easter, Vinnie ZummoVocals – Anne Richmond BostonWritten-By – Don Dixon | 5:03 |
| 11 | We're Doing AlrightAcoustic Guitar – Jim Maestro, MartiBass, Finger Snaps, Organ, Vocals – DixonDrums, Percussion, Finger Snaps – Mickey CurryElectric Guitar – Ricky ByrdVocals – Darlene Love, Nancy Jeffries Written-By – Reed Nielsen | 4:09 |
| 12 | Foolish LiesAcoustic Guitar – MartiBass, Organ [Talking Organ], Piano, Vocals – DixonDrums – Mickey CurryElectric Guitar, Guitar [Solo] – Vinnie ZummoKeyboards, Synthesizer – Richard PutnamVocals – Anne Richmond BostonWritten-By – Richard Barone | 4:10 |
Recorded at RPM in New York City.
Additional recording at Reflection in Charlotte.
Mixed at West Side in London.
A1 & A5 mixed at Reflection.
A1 published by Englishtown Music (BMI)
A2 published by Dionnio Music (ASCAP) admin. by Bug Music
A3 published by Lava Head Music admin. by Bug Music/Gone Kitten Music/Irving Music, Inc. (BMI)
A4 published by Global Riviera Music Ltd.
A5 & B1 published by Lava Head Music admin. by Bug Music (BMI)
A6 published by Miniature Music (ASCAP)
B2 published by MHC Music (ASCAP)/Bill Telly Music (BMI)
B3 published by Jobete Music Inc. (ASCAP)
B4 published by Rockfield Music (PRS)
B5 published by Island Music, Inc. (BMI)
B6 published by Rare Blue Music, Inc./Jones Music (ASCAP)/Fleur Music Ltd. (BMI)