| 1 | I Give UpMusic By – Whitten, Elliott, Letitia | 3:19 |
| 2 | Black EyeGuitar – Joe LetitiaMusic By – Whitten, Elliott, Letitia | 4:42 |
| 3 | What Was I Supposed To See?Music By – Elliott, Leonard | 2:54 |
| 4 | I Hate Rock And RollMusic By – Whitten, Elliott, Leonard, Letitia | 3:13 |
| 5 | Down The DrainMusic By – Whitten, Elliott, Leonard, LetitiaVocals [Sings With Bill] – David Baker Of Mercury Rev | 3:11 |
| 6 | StupidMusic By – Whitten, Elliott, Leonard, Letitia | 3:17 |
| 7 | Everything Is BeautifulMusic By – Leonard | 3:23 |
| 8 | A Car Or A Boy?Music By – Whitten, Elliott, LetitiaVocals [Sings With Bill] – David Baker Of Mercury Rev | 4:00 |
| 9 | You're Not My FriendMusic By – Whitten, Elliott, Letitia | 0:16 |
| 10 | The Devil's Last StandMusic By – Whitten, Elliott, Letitia | 5:07 |
| 11 | You Can't WinMusic By – Whitten, Elliott, Letitia | 4:29 |
| 12 | TurbineMusic By – Whitten, Elliott, Letitia | 4:58 |
| 13 | Gran MalMusic By – Whitten, Elliott, LetitiaPerformer [Smokes A Cigarette] – Tom C. Stamos | 3:00 |
David Baker of Mercury Rev courtesy of Beggars Banquet Records Ltd.
Recorded at Oz Studios, Baltimore.
All songs ©1994 St. Johnny Copyright Control
℗ & © 1994 Geffen Records, Inc., an MCA Company.
Manufactured and distributed by MCA Victor, Inc. Japan.
Contains 16-page booklet with lyrics in japanese and english.