| 1 | 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 |
| 2 | She's A JarBass – John StirrattDrums – Ken CoomerElectric Guitar, Keyboards, Tambourine, Backing Vocals – Jay BennettVocals, Acoustic Guitar, Harmonica, Backing Vocals – Jeff Tweedy | 4:43 |
| 3 | I'm Always In LoveBass, Piano, Keyboards, Drums, Backing Vocals – Jay BennettDrums – Ken CoomerPiano, Backing Vocals – John StirrattVocals, Guitar [Baritone] – Jeff Tweedy | 3:41 |
| 4 | Can't Stand ItBass – John StirrattDrums – Ken CoomerPiano, Keyboards, Bells, Percussion, Backing Vocals – Jay BennettVocals, Electric Guitar, Backing Vocals – Jeff Tweedy | 3:46 |
| 5 | A Shot In The ArmBass – John StirrattSteel Guitar [Lap], Piano, Keyboards, Synthesizer, Drums – Jay BennettTimpani – Ken CoomerVocals, Guitar [Acoustic And 12-string], Synthesizer – Jeff Tweedy | 4:19 |
| 6 | In A Future AgeBass – John StirrattDrums – Ken CoomerPiano, Organ, Backing Vocals – Jay BennettVocals, Guitar [Acoustic, Bowed, Tremelo] – Jeff Tweedy | 2:57 |
| 7 | 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 |
| 8 | ELTBass – John StirrattDrums – Ken CoomerElectric Guitar, Piano, Keyboards, Synthesizer, Tambourine, Backing Vocals – Jay BennettVocals, Backing Vocals – Jeff Tweedy | 3:46 |
| 9 | 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 |
| 10 | My DarlingBass, Backing Vocals – John StirrattDrums – Ken CoomerGuitar [Acoustic, Baritone, Electric], E-bow, Bass [Slide], Piano, Keyboards, Tambourine, Handclaps, Backing Vocals – Jay BennettVibraphone – Mark GreenbergVocals, Acoustic Guitar, Backing Vocals – Jeff Tweedy | 3:38 |
| 11 | How To Fight LonelinessBass, Backing Vocals – John StirrattDrums – Ken CoomerPiano, Keyboards, Backing Vocals – Jay BennettVocals, Acoustic Guitar – Jeff Tweedy | 3:53 |
| 12 | We're Just FriendsBacking Vocals – John StirrattPiano, Organ [Farfisa], Drums [Bass], Backing Vocals – Jay BennettVocals – Jeff Tweedy | 2:44 |
| 13 | 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 |
| 14 | Via ChicagoBanjo, Piano, Organ, Synthesizer [Moog], Tambourine – Jay BennettBass – John StirrattDrums – Ken CoomerVocals, Guitar [Electric And Acoustic], Synthesizer – Jeff Tweedy | 5:33 |
Recorded from August 1997 through November 1998 at: Pedernales Recording Studio in Spicewood, Texas; Kinh 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.
Japan release manufactured and distributed by Warner Music Japan, Inc. Comes with lyric booklet in Japanese as well.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.
Made In Germany
