1 How Am I DifferentBacking Vocals – Grant Lee Phillips, Michael PennBass, Acoustic Guitar, Guitar [Nashville], Backing Vocals – Aimee MannDrum Programming, Backing Vocals – Buddy JudgeDrums – John SandsElectric Guitar – Michael LockwoodKeyboards – Patrick WarrenRecorded By [Vocals] – S. Husky HoskuldsWritten By – Mann/BrionWritten-By – Brion* 5:03
2 Nothing Is Good EnoughBacking Vocals – Buddy JudgeBass, Backing Vocals – Aimee MannDrums – Ric MenckPiano, Keyboards [Chamberlin] – Benmont Tench 3:10
3 Red VinesBass, Acoustic Guitar, Backing Vocals – Aimee MannDrum Programming, Backing Vocals – Buddy JudgeDrums – Dan MacCarroll*Electric Guitar – Michael LockwoodFeaturing [Intro], Guitar [Slide] – Michael PennKeyboards [Chamberlin] – Benmont TenchPiano, Keyboards [Chamberlin] – Patrick WarrenTambourine – Michael Hausman 3:44
4 The Fall Of The World's Own OptimistBacking Vocals – Buddy JudgeBass, Backing Vocals – Aimee MannDrums – John SandsElectric Guitar – Clayton Scoble, Michael LockwoodElectric Guitar, Keyboards – Jon BrionProducer – Jon BrionWritten By – Mann/CostelloWritten-By – Costello* 3:07
5 SatelliteBacking Vocals – Buddy Judge, Grant Lee PhillipsBass – Aimee MannDrums – John SandsGuitar – Michael LockwoodGuitar [Feedback], Backing Vocals – Michael PennKeyboards – Patrick Warren 4:10
6 DeathlyBacking Vocals – Juliana HatfieldBass, Acoustic Guitar – Aimee MannDrums, Guitar [Electric], Backing Vocals – Jon BrionGuitar [Solo] – Michael Lockwood, Patrick WarrenProducer – Jon Brion 5:37
7 Ghost WorldBacking Vocals – Buddy JudgeBass, Guitar, Tambourine, Backing Vocals – Aimee MannDrums – John SandsElectric Guitar – Jen Trynin*, Michael LockwoodKeyboards – Patrick WarrenProducer – Mike Denneen 3:32
8 Calling It QuitsBass, Acoustic Guitar, Backing Vocals – Aimee MannDrum Programming [Loops], Organ [Wurlitzer], Backing Vocals – Buddy JudgeDrums – Ric MenckElectric Guitar – Michael LockwoodKeyboards [Chamberlin] – Patrick WarrenPiano – Benmont TenchProducer – Buddy JudgeTrumpet – Mark Flannagan 4:10
9 SusanBacking Vocals – Michael PennBass, Acoustic Guitar, Backing Vocals, Drums [Bad Hi-hat] – Aimee MannDrum Programming, Recorded By [Drums] – Hank LindermanDrums – Dan MacCarroll*Guitar – Michael LockwoodKeyboards – Patrick Warren 3:51
10 BackfireAcoustic Guitar, Piano, Backing Vocals – Aimee MannBacking Vocals – Glenn TilbrookBass, Percussion, Marimba, Vibraphone, Keyboards [Chamberlin] – Jon BrionDrums – John SandsElectric Guitar – Michael LockwoodWritten By – Mann/BrionWritten-By, Producer – Brion* 3:24
11 It Takes All KindsBacking Vocals – Buddy JudgeBass, Acoustic Guitar – Aimee MannDrums – John SandsElectric Guitar – Michael LockwoodKeyboards – Patrick WarrenWritten By – Mann/BrionWritten-By – Brion* 4:06
12 Save MeAcoustic Guitar, Bass – Aimee MannBacking Vocals – Buddy Judge, Jon BrionDrums, Percussion – John SandsElectric Guitar, Melodica, Backing Vocals – Michael LockwoodKeyboards, Accordion – Patrick Warren 4:34
13 Just Like AnyoneAccordion, Keyboards [Chamberlin] – Patrick WarrenAcoustic Guitar, Bass – Aimee MannViolin – Michael Panes 1:22
14 You DoBacking Vocals – Buddy JudgeBass, Acoustic Guitar – Aimee MannDrum Programming – Michael HausmanElectric Guitar, Keyboards [Cheesy] – Michael LockwoodGuitar – Michael PennKeyboards [Chamberlin], Celesta – Patrick Warren 3:46
Enhanced Portion
Video 1 Save Me 4:34