| 1 | BadassDrums – Ric MenckLead Guitar – Ivan JulianVocals, Bass, Guitar – Matthew Sweet | 3:15 |
| 2 | Dark BlueDrums – Ric MenckVocals, Bass, Acoustic Guitar, Electric Guitar, Organ – Matthew Sweet | 4:02 |
| 3 | Time MachineDrums – Ric MenckLead Guitar – Greg LeiszVocals, Bass, Guitar, Mellotron, Effects [Sound Effects] – Matthew Sweet | 3:40 |
| 4 | Back Of My MindDrums – Ric MenckLead Guitar – Richard LloydMandolin – Greg LeiszVocals, Bass, Guitar – Matthew Sweet | 5:07 |
| 5 | Sunshine LiesDrums – Ric MenckGuitar [Octave Guitar], Pedal Steel Guitar – Greg LeiszVocals [Sunshine Vocals] – Lisa Sweet, Susanna HoffsVocals, Bass, Guitar, Organ – Matthew Sweet | 3:21 |
| 6 | Burn Through LoveDrums – Ric MenckLead Guitar [Lead Slide Guitar], Slide Guitar [Lead Slide Guitar] – Greg LeiszVocals, Bass, Guitar, Electric Piano – Matthew Sweet | 3:08 |
| 7 | Sunrise EyesDrums – Ric MenckLead Guitar, Acoustic Guitar – Ivan JulianVocals, Bass, Guitar – Matthew Sweet | 4:22 |
| 8 | FlyingDrums – Ric MenckLead Guitar – Richard LloydSounds [Feedback], Lead Guitar – Ivan JulianVocals, Bass, Guitar – Matthew Sweet | 4:22 |
| 9 | DaisychainDrums – Ric MenckVocals, Bass, Twelve-String Guitar, Acoustic Guitar – Matthew Sweet | 3:14 |
| 10 | When You're GoneDrums – Ric MenckLead Guitar, Acoustic Guitar – Ivan JulianVocals, Bass, Guitar – Matthew Sweet | 3:27 |
| 11 | Back Of My MindDrums – Ric MenckLead Guitar – Richard LloydMandolin – Greg LeiszVocals, Bass, Guitar – Matthew Sweet | 5:07 |
| 12 | Pleasure Is MineDrums – Ric MenckVocals, Bass, Guitar, Electric Piano, Organ – Matthew Sweet | 4:48 |
| 13 | Room To RockDrums – Ric MenckLead Guitar, Acoustic Guitar – Ivan JulianVocals, Bass, Guitar, Piano – Matthew Sweet | 3:42 |
| 14 | Feel FearDrums – Ric MenckGuitar [Arpeggio Guitar] – Greg LeiszVocals, Bass, Guitar, Piano – Matthew Sweet | 3:44 |
| 15 | Around You NowDrums – Ric MenckTwelve-String Guitar [12 String Electric Guitar], Electric Guitar [12 String Electric Guitar] – Greg LeiszVocals, Bass, Guitar, Piano – Matthew Sweet | 4:04 |
| 16 | ByrdgirlDrums – Ric MenckLead Guitar – Greg LeiszVocals, Bass, Guitar, Electric Piano – Matthew Sweet | 3:18 |
| 17 | Let's LoveDrums – Ric MenckVocals, Bass, Guitar – Matthew Sweet | 3:57 |
| 18 | Could You Need Me?Drums – Ric MenckLead Guitar – Ivan JulianVocals, Bass, Guitar – Matthew Sweet | 2:31 |
Gatefold sleeve.
Inner photo/lyric/credit sleeves.
Side 4 features vinyl-only bonus tracks.
CD version in plain sleeve included with vinyl version.
Track durations are not listed on the release.
℗ & © 2008 Matthew Sweet under exclusive license to Shout! Factory LLC, 2042-A Armacost Ave., Los Angeles, CA 90025.
All songs published by emi blackwood music inc. o/b/oitself and charm trap music (bmi)
Recorded at lolina green studios, los angeles, ca
Art direction: tj river at meat and potatoes & matthew sweet
Design: bahia lahoud at meat and potatoesGatefold sleeve
CD version in plain sleeve included with vinyl version.