| Position | Title/Credits | Duration |
|---|---|---|
| 1 | Divine InterventionBass, Rhythm Guitar [Electric Rhythm Guitar], Piano, Vocals [All Vocals] – Matthew SweetDrums – Ric MenckLead Guitar [Electric Lead Guitar] – Richard Lloyd | 5:37 |
| 2 | I've Been WaitingBass, Rhythm Guitar [Electric & Acoustic Rhythm Guitar], Vocals [All Vocals] – Matthew SweetDrums – Ric MenckLead Guitar [Electric Lead Guitar] – Richard Lloyd | 3:36 |
| 3 | GirlfriendBass, Rhythm Guitar [Electric & Acoustic Rhythm Guitar], Vocals [All Vocals] – Matthew SweetDrums – Fred MaherLap Steel Guitar – Greg LeiszLead Guitar [Electric Lead Guitar] – Robert Quine | 3:40 |
| 4 | You Don't Love MeBass, Rhythm Guitar [Acoustic Rhythm Guitar], Vocals [All Vocals] – Matthew SweetDrums – Fred MaherLap Steel Guitar – Greg LeiszLead Guitar [Electric Lead Guitar] – Robert Quine | 5:21 |
| 5 | Time CapsuleBass, Electric Guitar, Acoustic Guitar, Vocals [All Vocals] – Matthew SweetDrums – Pete ThomasLead Guitar – Robert Quine | 3:56 |
| 6 | The Ugly Truth (Acoustic Version)Bass, Electric Guitar, Acoustic Guitar, Vocals [All Vocals] – Matthew SweetDrums – Ric MenckFiddle – Byron BerlineLead Guitar – Robert Quine | 3:18 |
| 7 | Devil With The Green EyesBass, Electric Guitar, Acoustic Guitar, Vocals [All Vocals] – Matthew SweetDrums – Pete ThomasLap Steel Guitar – Greg LeiszLead Guitar – Robert Quine | 4:41 |
| 8 | Someone To Pull The TriggerBass, Electric Guitar, Acoustic Guitar, Vocals [All Vocals] – Matthew SweetDrums – Pete ThomasLead Guitar – Ivan Julian | 3:55 |
| 9 | Sick Of MyselfDrums – Ric MenckLead Guitar [Electric Lead Guitar] – Richard LloydRhythm Guitar [Electric Rhythm Guitar] – Brendan O'BrienRhythm Guitar [Electric Rhythm Guitar], Electric Bass, Vocals – Matthew Sweet | 3:38 |
| 10 | We're The SameDrums – Ric MenckRhythm Guitar [Electric Rhythm Guitar] – Robert QuineRhythm Guitar [Electric Rhythm Guitar], Twelve-String Guitar [Electric 12-String Rhythm & Lead Guitar], Acoustic Guitar, Electric Bass, Vocals – Matthew Sweet | 3:03 |
| 11 | Where You Get LoveBass, Guitar, Theremin, Vocals – Matthew SweetDrums – Stuart JohnsonSynth – Brendan O'Brien | 3:35 |
| 12 | Until You BreakBass, Piano, Guitar, Synth, Vocals – Matthew SweetHarpsichord [Electric], Drums – Brendan O'Brien | 4:50 |
| 13 | Behind The SmileBass, Guitar, Vocals – Matthew SweetDrums – Stuart JohnsonMellotron, Guitar – Brendan O'Brien | 2:23 |
| 14 | If Time PermitsAcoustic Bass – Tony MarsicoAcoustic Guitar – Paul Chastain, Rick CunhaDrums – Fred MaherDrums [Primary] – Ric MenckElectric Bass – Carol KayeElectric Guitar – Pete Phillips*Electric Guitar, Vocals – Matthew SweetOrgan – Brian KehewPercussion – Don Heffington, Victor BisettiPiano – John GintyPiano [Tack Piano] – Greg KurstinTheremin – Pamelia KurstinTwelve-String Guitar [Acoustic], Lead Guitar [Reverse Electric Lead Guitar] – Greg Leisz | 3:03 |
| 15 | What MattersBass, Electric Guitar, Twelve-String Guitar [Electric & Acoustic], Vocals – Matthew SweetDrums, Percussion – Ric MenckElectric Piano – John GintyPercussion – Fred MaherTwelve-String Guitar [Forward & Reverse Electric 12 String Lead Guitars] – Greg Leisz | 4:13 |
| 16 | HideAcoustic Guitar, Pedal Steel Guitar – Greg LeiszBass – Carol KayeDrums, Percussion – Jim KeltnerPiano [Tack Piano] – Greg KurstinPiano, Vocals – Matthew SweetTheremin – Pamelia Kurstin | 4:02 |
| 17 | ReadyDrums – Ric MenckDrums, Percussion – Fred MaherElectric Bass, Rhythm Guitar [Electric Rhythm Guitar], Vocals – Matthew SweetLead Guitar [Electric Lead Guitar] – Peter Phillips (6)Organ – Buck Johnson | 3:57 |
| 18 | So FarDrums – Ric MenckElectric Bass, Electric Guitar [Lead & Rhythm], Twelve-String Guitar [Acoustic], Vocals – Matthew SweetElectric Guitar [Lead & Rhythm] – Peter Phillips (6)Percussion – Fred Maher | 3:17 |