| 1 | How To Fight LonelinessBass, Backing Vocals – John StirrattDrums – Ken CoomerPiano, Keyboards, Backing Vocals – Jay BennettVocals, Acoustic Guitar – Jeff Tweedy | 3:53 |
| 2 | In A Future AgeAcoustic Guitar, Vocals, Guitar [Bowed, Tremelo] – Jeff TweedyBass – John StirrattDrums – Ken CoomerPiano, Organ, Backing Vocals – Jay Bennett | 2:57 |
| 3 | We're Just FriendsBacking Vocals – John StirrattPiano, Organ [Farfisa], Drums [Bass], Backing Vocals – Jay BennettVocals – Jeff Tweedy | 2:44 |
| 4 | ELTBass – John StirrattDrums – Ken CoomerElectric Guitar, Piano, Keyboards, Synthesizer, Tambourine, Backing Vocals – Jay BennettVocals, Backing Vocals – Jeff Tweedy | 3:46 |
| 5 | I'm Always In LoveBass, Piano, Keyboards, Drums, Backing Vocals – Jay BennettDrums – Ken CoomerPiano, Backing Vocals – John StirrattVocals, Guitar [Baritone] – Jeff Tweedy | 3:41 |
| 6 | (Untitled) | 0:22 |
| 7 | A Shot In The Arm (Alternate Version) | 3:54 |
| 8 | Nothing'severgonnastandinmyway (Again)Bass, Backing Vocals – John StirrattDrums – Ken CoomerGuitar [Acoustic, Baritone], E-Bow, Piano, Keyboards, Tambourine, Backing Vocals, Handclaps – Jay BennettVocals, Acoustic Guitar, Handclaps – Jeff Tweedy | 3:20 |
| 9 | Candyfloss (Alternate Version) | 2:57 |
| 10 | Via ChicagoBanjo, Piano, Organ, Synthesizer [Moog], Tambourine – Jay BennettBass – John StirrattDrums – Ken CoomerElectric Guitar, Vocals, Acoustic Guitar, Synthesizer – Jeff Tweedy | 5:33 |
| 11 | A Shot In The ArmBass – John StirrattSteel Guitar [Lap], Piano, Keyboards, Synthesizer, Drums – Jay BennettTimpani – Ken CoomerVocals, Guitar [12-string], Synthesizer, Acoustic Guitar – Jeff Tweedy | 4:19 |
| 12 | Summer TeethBass, Backing Vocals – John StirrattDrums – Ken CoomerElectric Guitar, Steel Guitar [Lap], Piano, Keyboards, Bells, Backing Vocals – Jay BennettVocals, Acoustic Guitar – Jeff Tweedy | 3:21 |
| 13 | My DarlingAcoustic Guitar, Guitar [Baritone], Electric Guitar, E-Bow, Bass [Slide], Piano, Keyboards, Tambourine, Handclaps, Backing Vocals – Jay BennettBass, Backing Vocals – John StirrattDrums – Ken CoomerVibraphone – Mark GreenbergVocals, Acoustic Guitar, Backing Vocals – Jeff Tweedy | 3:38 |
| 14 | Pieholden SuiteBanjo, Piano, Keyboards, Synthesizer, Tambourine, Backing Vocals – Jay BennettBass, Backing Vocals – John StirrattDrums – Ken CoomerTrumpet – Dave CrawfordVocals, Acoustic Guitar, Bass, Tambourine – Jeff Tweedy | 3:26 |
| 15 | Can't Stand ItBass – John StirrattDrums – Ken CoomerPiano, Keyboards, Bells, Percussion, Backing Vocals – Jay BennettVocals, Electric Guitar, Backing Vocals – Jeff Tweedy | 3:46 |
| 16 | When You Wake Up Feeling OldBass, Backing Vocals – John StirrattDrums – Ken CoomerKeyboards, Tiple, Backing Vocals – Jay BennettPiano – Leroy BachVocals, Acoustic Guitar, Harp [Toy] – Jeff Tweedy | 3:56 |
| 17 | She's A JarBass – John StirrattDrums – Ken CoomerElectric Guitar, Keyboards, Tambourine, Backing Vocals – Jay BennettVocals, Acoustic Guitar, Harmonica, Backing Vocals – Jeff Tweedy | 4:43 |
Special edition with the same Category as the original but with two extra tracks. These are not mentioned on the release and therefore no further information can be given.
Track 15 is a silent intermission.
Recorded from August 1997 through November 1998 at: Pedernales Recording Studio in Spicewood, Texas; King Size Sound Laboratories in Chicago; The White House in Nashville; The Fidelitorium in Kernersville, North Carolina; Dead Aunt Thelma's in Portland, Oregon; Ocean Way Recording and Scream Studio, Los Angeles.
Mixed at Ocean Way except "Can't Stand It" at Scream.
Mastered at Gateway, Portland, Maine.
Made in Germany