| 1 | The Bell on the Clock TowerVocals, Acoustic Bass – Erol Pamay | 2:35 |
| 2 | Once Around the SunVocals, Acoustic Guitar – Erol Pamay | 2:55 |
| 3 | Let Me InVocals, Acoustic Guitar – Erol Pamay | 3:37 |
| 4 | Sugar & RainVocals, Acoustic Guitar – Erol Pamay | 4:22 |
| 5 | Only The Winds Will Ever KnowVocals, Acoustic Guitar – Erol Pamay | 3:24 |
| 6 | Let's FlyVocals, Acoustic Guitar – Erol Pamay | 2:39 |
| 7 | Sapphires and GoldVocals, Acoustic Guitar – Erol Pamay | 3:25 |
| 8 | On a TrainVocals, Acoustic Guitar – Erol Pamay | 3:27 |
| 9 | Lost at SeaVocals, Acoustic Guitar – Erol Pamay | 3:12 |
| 10 | Walking North on Wabash, 6:0 am.Vocals, Acoustic Guitar – Erol Pamay | 2:40 |
| 11 | Midnight in BrusselsVocals, Acoustic Guitar – Erol Pamay | 3:00 |
| 12 | All Night DinerVocals, Acoustic Guitar – Erol Pamay | 4:24 |
| 13 | Living On the OutsideVocals, Acoustic Guitar – Erol Pamay | 3:10 |
An album consisting of acoustic guitars and lonely blue vibes.
Hidden track #14 on CD featuring Edan Pamay on shakers and Emily Pamay on harmonizing vocals.
Limited edition of 1000.