| 1 | Always On My MindWritten-By – J. Christopher, W. Thompson, M. James |
| 2 | Waltz Across TexasWritten-By – Ernest Tubb |
| 3 | Convention Of MerceneriesBaritone Saxophone – Rudy HinnantConductor – Gilfred Lee FrayElectric Guitar, Vocals – Eugene ChadbourneFeaturing – The F-Art EnsembleFrench Horn – Byron Woods , David DoyleGrand Piano – Gilfred Lee FrayPercussion [Waste Receptacles, Specimen Jars] – David NikiasSynthesizer – Seth DworkinViolin [Electric] – John PasquiniWritten-By – Chadbourne | 7:25 |
| 4 | Universal SoldierGuitar, Vocals – ChadbourneHarmonica – Clay BucknerPerformer – The Red Clay RamblersWritten-By – Buffy St. Marie | 2:37 |
| 5 | Dang MeWritten-By – Roger Miller |
| 6 | The Shah Sleeps In Lee Harvey's GraveWritten-By – Butthole Surfers |
| 7 | Choppin' Down WeedsGuitar, Vocals – ChadbourneWritten-By – Chadbourne | 3:17 |
| 8 | A Bottle Labeled LosersAccordion – Gilfred Lee FrayGuitar, Vocals – ChadbournePedal Steel Guitar – Lenny KayePercussion – David LichtWritten-By – Chadbourne | 2:40 |
| 9 | W Va. SpecAcoustic Guitar – Eugene ChadbournePerformer – The Red Clay RamblersWritten-By – Chadbourne | 2:12 |
| 10 | Whiter Shade Of PaleWritten-By – K. Reid, G. Brooker |
| 11 | Perverts On NorthridgeAcoustic Guitar [Nylon String Guitar], Vocals – ChadbourneBaritone Saxophone – Rudy HinnantConductor – Gilfred Lee FrayFeaturing – The F-Art EnsembleGrand Piano, Vocals, Jew's Harp, Recorder, Toy – Gilfred Lee FrayMandolin – David DoyleNoises [Barking] – Melody The ColliePercussion [Specimen Containers And Percussion] – David NikiasSynthesizer – Byron Woods , Seth DworkinViolin – John PasquiniWritten-By – Chadbourne | 4:30 |
| 12 | Some Guys Have All The LuckWritten-By – J. Fortgang |
| 13 | ImagineWritten-By – John Lennon |
| 14 | Fightin' Side Of MeAcoustic Guitar, Backing Vocals – Rudy HinnantConductor – Gilfred Lee FrayElectric Guitar, Backing Vocals – David DoyleElectric Guitar, Vocals, Effects [Rooster Crows] – Eugene ChadbourneFeaturing – The F-Art EnsembleGrand Piano, Backing Vocals – Gilfred Lee FrayPercussion [Plastic Trash Can], Backing Vocals – David NikiasSoprano Vocals, Backing Vocals – Deborah RamirezSynthesizer, Backing Vocals – Byron Woods , Seth DworkinViolin [Electric], Backing Vocals – John PasquiniWritten-By – Merle Haggard | 4:00 |
| 15 | San Francisco NightsWritten-By – Eric Burdon |
| 16 | Answer The PhoneGuitar, Vocals – ChadbournePedal Steel Guitar – Lenny KayePercussion – David LichtWritten-By – Cindy Walker | 2:06 |
| 17 | I Started A JokeWritten-By – Gibb Brothers |
| 18 | England SwingsWritten-By – Roger Miller |
| 19 | To Sir With LoveWritten-By – D. Black, M. London |
| 20 | Her Name IsGuitar, Vocals – ChadbournePedal Steel Guitar – Lenny KayeWritten-By – Bobby Braddock | 2:16 |
| 21 | New Car SongGuitar, Vocals – ChadbourneKeyboards [Casio] – Gilfred Lee FrayPedal Steel Guitar – Lenny KayePercussion – David LichtWritten-By – Chadbourne | 1:40 |
| 22 | TV PartyWritten-By – Black Flag |
| 23 | The Wild AngelsFeaturing – The Red Clay RamblersField Recording [Australian phenomena] – Rik RuePedal Steel Guitar – Lenny KayePercussion – David LichtSpeech – Peter FondaTape, Guitar – Eugene ChadbourneVocals – Molly ChadbourneVocals, Other [Squawk Box] – Gilfred Lee FrayWritten-By – Chadbourne | 3:50 |
| 24 | Ain't Misbehavin'Written-By – Waller, Razaf, H. Brooks |
| 25 | Medley In CArranged By – Eugene ChadbourneBanjo, Vocals [Waltz Across Texas], Backing Vocals – Tommy Thompson Bass, Trumpet, Backing Vocals – Jack HerrickFeaturing – The Red Clay RamblersFiddle, Backing Vocals – Clay BucknerMandolin, Backing Vocals – Jim Watson Piano, Backing Vocals – Mike CraverVocals, Electric Guitar – Eugene Chadbourne | (11:25) |
| 26 | MistyWritten-By – Errol Garner |
| 27 | When I'm GoneGuitar, Vocals – ChadbourneOrgan – Gilfred Lee FrayPedal Steel Guitar, Vocals – Lenny KayePercussion – David LichtWritten-By – Phil Ochs | 2:18 |
Includes single-sided lyric insert.
"Made in the UK" printed on the insert.
"Distributed in the UK by Red Rhino/Cartel" and "Printed in the UK" on the rear of the sleeve.
Pressed at MPO Averton.
"Dedicated to the brave people of the U.R.A.S.S. (United Republic of American Soviet States) and their struggle for freedom"