| A1 | Number 45 Sunblock | 0:21 | |
| A2 | Maureen Engineer [Assistant Engineer] – Atom (10), Rudyard Lee Cullers Engineer [Engineered By] – Geoff Sanoff, John Travis Mixed By – Tom Lord-Alge Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Engineer [Assistant Engineer] – Atom (10), Rudyard Lee Cullers Engineer [Engineered By] – Geoff Sanoff, John Travis Mixed By – Tom Lord-Alge Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 3:13 | |
| A3 | California Sex Lawyer Engineer [Engineered By] – Gary Maurer, John Siket Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Gary Maurer, John Siket Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 2:59 | |
| A4 | Janice's Party Engineer [Engineered By] – Gary Maurer Mixed By – Adam Schlesinger, Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Gary Maurer Mixed By – Adam Schlesinger, Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* | 2:45 | |
| A5 | Karpet King Engineer [Engineered By] – Gary Maurer Mixed By – Adam Schlesinger, Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Gary Maurer Mixed By – Adam Schlesinger, Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* | 4:05 | |
| A6 | Baby I've Changed Engineer [Engineered By] – Geoff Sanoff Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Geoff Sanoff Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 2:06 | |
| A7 | I Know You Well Engineer [Engineered By], Mixed By – John Siket Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Engineer [Engineered By], Mixed By – John Siket Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 3:25 | |
| B1 | You're Just Never Satisfied Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* | 3:07 | |
| B2 | I'll Do The Driving Producer [Produced By] – Chris Collingwood Written-By – Schlesinger*, Collingwood* Producer [Produced By] – Chris Collingwood Written-By – Schlesinger*, Collingwood* | 3:23 | |
| B3 | Nightlight Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* | 3:02 | |
| B4 | I Want You Around Recorded By – Chris Collingwood Written-By – Schlesinger*, Collingwood* Recorded By – Chris Collingwood Written-By – Schlesinger*, Collingwood* | 2:39 | |
| B5 | Trains And Boats And Planes Engineer [Engineered By] – Geoff Sanoff Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Burt Bacharach/Hal David* Engineer [Engineered By] – Geoff Sanoff Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Burt Bacharach/Hal David* | 3:00 | |
| B6 | Places Engineer [Engineered By], Mixed By – Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* Engineer [Engineered By], Mixed By – Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* | 1:39 | |
| B7 | Can't Get It Out Of My Head (Live) | 3:53 | |
| C1 | City Folk Morning | 0:13 | |
| C2 | The Girl I Can't Forget Engineer [Assistant Engineer] – Atom (10), Rudyard Lee Cullers Engineer [Engineered By] – Geoff Sanoff, John Travis Mixed By – Tom Lord-Alge Producer [Produced By] – Adam Schlesinger, Chris Collingwood Trumpet – Ronnie Buttacavoli Written-By – Schlesinger*, Collingwood* Engineer [Assistant Engineer] – Atom (10), Rudyard Lee Cullers Engineer [Engineered By] – Geoff Sanoff, John Travis Mixed By – Tom Lord-Alge Producer [Produced By] – Adam Schlesinger, Chris Collingwood Trumpet – Ronnie Buttacavoli Written-By – Schlesinger*, Collingwood* | 3:24 | |
| C3 | ...Baby One More Time Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Max Martin Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Max Martin | 3:20 | |
| C4 | Elevator Up Engineer [Engineered By] – Mike Denneen Mixed By – John Holbrook Producer [Produced By] – Adam Schlesinger, Chris Collingwood, Mike Denneen Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Mike Denneen Mixed By – John Holbrook Producer [Produced By] – Adam Schlesinger, Chris Collingwood, Mike Denneen Written-By – Schlesinger*, Collingwood* | 4:10 | |
| C5 | Comedienne Engineer [Engineered By] – Gary Maurer Mixed By – Andy Chase Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Gary Maurer Mixed By – Andy Chase Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* | 3:39 | |
| C6 | Kid Gloves Cello – Melora Creager Drums – Alan Bezozi Engineer [Engineered By] – Jean-Pierre Sluys Mixed By – Mario Salvati Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* Cello – Melora Creager Drums – Alan Bezozi Engineer [Engineered By] – Jean-Pierre Sluys Mixed By – Mario Salvati Producer [Produced By] – Adam Schlesinger Written-By – Schlesinger*, Collingwood* | 3:30 | |
| C7 | Today's Teardrops Producer [Produced By], Engineer [Engineered By] – Chris Collingwood Written-By – Gene Pitney, George Schroeder* Producer [Produced By], Engineer [Engineered By] – Chris Collingwood Written-By – Gene Pitney, George Schroeder* | 2:07 | |
| D1 | She's Got A Problem (Live) Mixed By – Gary Maurer Written-By – Schlesinger*, Collingwood* Mixed By – Gary Maurer Written-By – Schlesinger*, Collingwood* | 3:09 | |
| D2 | These Days Written-By – Jackson Browne Written-By – Jackson Browne | 2:34 | |
| D3 | I Want An Alien For Christmas Engineer [Engineered By] – Tim Speed Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Tim Speed Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 2:19 | |
| D4 | The Man In The Santa Suit Engineer [Engineered By], Mixed By – Gary Maurer Guitar [Additional Guitar] – Kris Woolsey Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Engineer [Engineered By], Mixed By – Gary Maurer Guitar [Additional Guitar] – Kris Woolsey Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 2:40 | |
| D5 | Chanukah Under The Stars Written-By – Schlesinger*, Collingwood* Written-By – Schlesinger*, Collingwood* | 0:15 | |
| D6 | Killermont Street Engineer [Engineered By] – Geoff Sanoff Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Roddy Frame Engineer [Engineered By] – Geoff Sanoff Mixed By – Adam Schlesinger Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Roddy Frame | 3:13 | |
| D7 | Half A Woman Engineer [Engineered By], Mixed By – John Siket Producer ["Produced" By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* Engineer [Engineered By], Mixed By – John Siket Producer ["Produced" By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* | 2:49 | |
| D8 | Small Favors Mixed By – Mario Salvati Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* Mixed By – Mario Salvati Producer [Produced By] – Adam Schlesinger, Chris Collingwood Written-By – Schlesinger*, Collingwood* | 2:59 | |
| D9 | Imperia Engineer [Engineered By] – Gary Maurer Mixed By – Adam Schlesinger, Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* Engineer [Engineered By] – Gary Maurer Mixed By – Adam Schlesinger, Gary Maurer Producer [Produced By] – Fountains Of Wayne Written-By – Schlesinger*, Collingwood* | 1:57 |