1 The Other Side Of Summer

Acoustic Guitar – James Burton

Arranged By [Vocals] – E.C,*, Mitchell Froom

Bass – T-Bone Wolk

Bass [Fuzz Six-string Bass] – Jerry Scheff

Drums, Tambourine, Bells [Sleighbells], Drum [Side Drum], Castanets – Pete Thomas

Grand Piano – Larry Knechtel

Piano [Tack Piano] – Benmont Tench

Toy Piano, Piano [Tack Piano], Organ [Vox Continental, Calliope, Cox, Stereophonic Optigan] – Larry Knechtel, Mitchell Froom

Vocals [Vocal Group] – E.C.*, Richard Page, Steve George, Steven Soles

Vocals, Bass [Intro], Twelve-String Guitar [Acoustic] – E.C.*

3:56

2 Hurry Down Doomsday (The Bugs Are Taking Over)

Bass – Nick Lowe

Effects [Giant Insect Mutation And Bug Attack] – Marc Ribot

Loops [All Drum Loops], Percussion [Beaten Things, Maestrodellavolta] – Jim Keltner

Soloist, Guitar – James Burton

Vocals, Leader [Main Figure], Rhythm Guitar – E.C.*

4:05

3 How To Be Dumb

Baritone Saxophone – Roger Lewis (2)

Bass – Jerry Scheff

Drums – Pete Thomas

Grand Piano, Organ [Hammond B-3] – Larry Knechtel

Maracas – E.C.*, Pierre (5)

Performer [Industrial Jack-Ass] – Marc Ribot, Mitchell Froom

Rhythm Guitar [Electric] – Marc Ribot

Vocals, Guitar [Big Stupid Guitar] – E.C.*

5:12

4 All Grown Up

Acoustic Guitar – James Burton

Arranged By [String And Woodwind] – Fiachra Trench

Bass – T-Bone Wolk

Chamberlin [Chamberlain], Organ [Portative Organ] – Mitchell Froom

Conductor [Orchestra Conducted By] – Fiachra Trench

Cornet, Horn [Eb. Horn] – Marc Ribot

Drums – Jim Keltner

Leader [String Leader] – Gavyn Wright

Piano, Clarinet – Larry Knechtel

Vocals – E.C.*

4:17

5 Invasion Hit Parade

Bass – T-Bone Wolk

Chamberlin [Chamberlain] – Mitchell Froom

Drums – Pete Thomas

Electric Guitar – E.C,*, Marc Ribot

Grand Piano – Larry Knechtel

Guitar [Big Stupid Guitar], Organ [Little Foolish Organ] – E.C.*

Performer [Radio Hail, Hail Freedonia Breakthrough] – Costello*, Ribot*, Froom*

Trumpet – Ross MacManus*

Vocals – D.P.A. MacManus*

5:33

6 Harpies Bizarre

Arranged By [Windband Arrangement] – Fiachra Trench

Bass [Hung Upside Down Rickenbacker Tremolo Bass] – T-Bone Wolk

Bassoon [Woodwind Quintet] – Neil Levesley

Clarinet [Woodwind Quintet] – Nicholas Bucknall

Drums, Tambourine, Finger Cymbals – Pete Thomas

Flute [Woodwind Quintet] – Andrew Findon

French Horn [Woodwind Quintet] – Simon Rayner

Harpsichord, Piano [Tack Piano] – Larry Knechtel

Oboe [Woodwind Quintet] – Nicholas Bucknall

Organ [Vox Continental] – Mitchell Froom

Vocals, Electric Guitar – E.C.*

3:44

7 After The Fall

Celesta – Mitchell Froom

Classical Guitar [Spanish Guitar] – Marc Ribot

Electric Bass [Six-String Electric Upright Bass] – Rob Wasserman

Harmonium – Larry Knechtel

Harmony Vocals – Steven Soles

Vocals, Acoustic Guitar – E.C.*

4:38

8 Georgie And Her Rival

Acoustic Guitar [Acoustic Guitar Figure], Electric Guitar [Electric Guitar Figure] – James Burton

Arranged By [Woodwind Chart] – Fiachra Trench

Bass – Jerry Scheff

Drums – Pete Thomas

Electric Guitar – Marc Ribot

Grand Piano – Larry Knechtel

Organ [Hammond B-3], Chamberlin [Chamberlain] – Mitchell Froom

Spinet [Baldwin Electric Spinet] – Benmont Tench

Vocals, Twelve-String Guitar [12-String Acoustic Guitar] – E.C.*

3:38

9 So Like Candy

Bass – Jerry Scheff

Bass [Intro/Outro Bass Figures] – T-Bone Wolk

Classical Guitar [Spanish Guitar], Electric Guitar – Marc Ribot

Drums – Jim Keltner

Mellotron, Chamberlin [Chamberlain], Celesta – Mitchell Froom

Piano [Tack Piano] – Larry Knechtel

Vocals, Rhythm Guitar [Electric And Acoustic] – E.C.*

4:36

10 Interlude: Couldn't Call It Unexpected No. 2

Baritone Saxophone – Roger Lewis (2)

Featuring – The Dirty Dozen Brass Band

Snare, Drum [Parade Drum] – Jenell Marshall, Lionel Batiste

Sousaphone – Kirk Joseph

Tenor Saxophone – Kevin Harris (4)

Trombone – Charles Joseph

Trumpet – Efrem Towns, Gregory Davis

0:22

11 Playboy To A Man

Bass – Jerry Scheff

Drums – Jim Keltner

Effects [Piano Frenzy] – Tench*, Knechtel*, Froom*

Featuring – The Mighty Corsican

Guitar [Big Stupid Guitar] – E.C.*

Guitar [Guitar Section] – Marc Ribot

Organ [Cox-Organ] – Costello*, Froom*

Twelve-String Guitar [Rickenbacker] – E.C.*

Upright Piano – Larry Knechtel

3:17

12 Sweet Pear

Baritone Saxophone – Roger Lewis (2)

Bass – Jerry Scheff

Celesta – Mitchell Froom

Drums – Pete Thomas

Electric Guitar, Vocals – E.C.*

Featuring – The Dirty Dozen Brass Band

Organ [Hammond B-3] – Larry Knechtel, Mitchell Froom

Piano – Larry Knechtel

Sousaphone – Kirk Joseph

Tenor Saxophone – Kevin Harris (4)

Trombone – Charles Joseph

Trumpet – Efrem Towns, Gregory Davis

3:36

13 Broken

Chamberlin [Chamberlain] – Mitchell Froom

Electric Bass [Six-string Upright Electric Bass] – Rob Wasserman

Electric Guitar – Marc Ribot

Harmonium – Larry Knechtel

Vocals, Piano, Chamberlin [Chamberlain] – E.C.*

3:36

14 Couldn't Call It Unexpected No. 4

Banjo, Cornet, Horn [Eb Horn] – Marc Ribot

Chamberlin [Chamberlain] – Mitchell Froom

Drums – Jim Keltner

Harmonium, Organ [Calliope] – Benmont Tench

Tuba, Electric Bass [Ampeg Upright Electric Bass] – Jerry Scheff

Upright Piano – Larry Knechtel

Vocals, Celesta, Toy Piano – E.C.*