| 1 | Choke | 0:30 |
| 2 | Untitled | 3:25 |
| 3 | Refreshing BeveragePiano [Rhodes], Percussion [Extra], Drums [Drum Break], Noises – Martin Dosh | 4:21 |
| 4 | Untitled ThreeRecorder, Guitar – Jesse EdwardsWords By, Vocals, Percussion [Extra] – Jessica Bailiff | 6:00 |
| 5 | Gun | 0:44 |
| 6 | Untitled TwoKeyboards [Extra] – Dax Pierson | 8:28 |
| 7 | Flying Saucer AttackGuitar – Jesse Edwards, Jessica Bailiff | 8:45 |
| 8 | Upsetter | 3:41 |
| 9 | 11th Ave Freakout Pt 2 | 4:06 |
| 10 | Small Mr Man PantsLoops, Other [Feedback], Guitar, Keyboards – Andrew BroderMelodica – Orvar Smarason | 6:01 |
| 11 | 11th Ave Freakout Pt 1Acoustic Guitar, Keyboards [Extra] – Doug McDiarmidBass [Bass Guitar], Drums [Live] – Josiah WolfDrum Programming [Extra Sp Drums] – JelGuitar [Screwdriver] – Jessica BailiffViolin, Noises [Extra] – Dee KeslerWords By, Vocals, Keyboards [Extra], Noises – Mike Patton | 2:30 |
| 12 | Untitled OneSounds [Vocal Samples] – BomarrVoice – Liz Hodson | 3:17 |
| 13 | CloudedVoice – Liz Hodson | 2:26 |
The credits for 11th Ave Freakout apply to both part 1 and 2.
C3 is a vinyl only track.
Most stuff collected, recorded, directed, produced and mixed 5/98-2/05 at mom's in Cincinnati, Fairmount and 11th Ave. in Oakland and 10th St. in Berkley. Additional stuff written and recorded in the homes or hotels of various contributors.