| 1 | Skylark | 1:57 |
| 2 | Captain FreemansBacking Vocals [Additional] – Christopher L. HickenPercussion [Additional], Backing Vocals – Alaric Lewis | 2:27 |
| 3 | Carry On | 3:39 |
| 4 | Lucy's ShoeArranged By [String] – Larry Packer , Rob Turner | 4:14 |
| 5 | Anonymous | 3:37 |
| 6 | One Of These DaysPerformer [Seen And Not Seen] – Talking HeadsVocals [Additional] – Christian LangdonWritten-By – B. Eno, C. Frantz, D. Byrne, J. Harrison, R. Langdon, T. WeymouthWritten-By [Seen And Not Seen] – Brian Eno, Chris Frantz, David Byrne, Jerry Harrison, Tina Weymouth | 3:34 |
| 7 | Beautiful GirlArranged By [String] – Dr. Royston Von Previn | 4:07 |
| 8 | Mungo City | 4:34 |
| 9 | Sand In Your EyesArranged By [String] – Larry Packer , Rob Turner | 3:49 |
| 10 | 2nd AvenueEffects [Special Effects Overseen By] – David VoigtFlute – Michael QuingheenanVocals [Additional] – Valerie WilsonWritten-By – N. Chassler, R. Langdon | 2:58 |
| 11 | Goodbye Violet RacePercussion [Additional] – Alaric Lewis | 4:00 |
| 12 | Almond KissesLead Vocals [Additional] – Michael Stipe | 2:44 |
Track 1 recorded at Baby Monster Studios
Tracks 2, 5, 8, 9, 11 recorded at Bearsville Studios. Overdubbed at The Magic Shop
Track 3 recorded at Bearsville Studios. Overdubbed at Baby Monster Studios, The Magic Shop and Big House
Track 4 recorded at Bearsville Studios. Overdubbed at The Magic Shop and Big House
Track 6 recorded at Bearsville Studios. Overdubbed at Baby Monster Studios and The Magic Shop
Track 7 recorded at Bearsville Studios. Overdubbed at Big House
Track 10 recorded at Bearsville Studios. Overdubbed at RPM Sound Studios and Big House
Track 12 recorded at Big House. Overdubbed at The Magic Shop
Track 1 mixed at The Magic Shop
Tracks 2, 3, 5, 6, 8, 11 mixed at RPM Sound Studios
Tracks 4, 7, 9, 12 mixed at Big House
Track 11 mixed at Riversound
Mastered at Masterdisk
Photo and Design > 666 inc.
Track 1 Hog (Space) Music, Ltd. BMI/Bleu Disque Music and Index Music (admin. by WB Music Corp.) ASCAP/E.G. Music, Ltd. (admin. by Careers-BMG Music Publishing, Inc.) BMI
Tracks 2 to 12 Hog (Space) Music, Ltd. BMI
Track 1 contains a sample from "Seen And Not Seen", used courtesy of Warner Bros. Records Inc., by arrangement with Warner Special Products, Inc. Bleu Disque Music and Index Music (admin. by WB Music Corp.) ASCAP/E.G. Music, Ltd. (admin. by Careers-BMG Music Publishing, Inc.) BMI
Michael Stipe appears courtesy of Warner Bros. Records Inc.
Christopher L. Hicken appears courtesy of Wild Pitch Records, Inc.
Christian Langdon appears courtesy of Polydor Records, Ltd.
©℗1998 Sire Records Group Inc. for the U.S. and WEA International Inc. for the world outside the U.S.
Marketed by Warner Bros. Records Inc.
Made in U.S.A.
Mfg. by WEA Manufacturing
Pink Floyd references (both sonic and titular) with the detuned piano in "One Of These Days",