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A1	Extraordinary Drums – Victor Indrizzo Guitar – Corky James Vocals [Additional Vocals] – The Matrix (2), The Wizardz of Oz* Written-By – Graham Edwards, Lauren Christy, Liz Phair, Scott Spock	3:24
A2	Red Light Fever Backing Vocals – Alison Clark Bass – Mike Elizondo Drums – Matt Chamberlin* Guitar – Michael Penn Keyboards – Patrick Warren Percussion – Lenny Castro Vocals – Liz Phair Written-By – Gary Clark, Liz Phair	4:52
A3	Why Can’t I? Drums – Victor Indrizzo Guitar – Corky James Vocals [Additional Vocals] – The Matrix (2), The Wizardz of Oz* Written-By – Graham Edwards, Lauren Christy, Liz Phair, Scott Spock	3:28
B1	It’s Sweet Bass, Guitar – Michael Penn Drums – John Sands Guitar – R. Walt Vincent Vocals, Guitar – Liz Phair Written-By – Liz Phair	2:54
B2	Rock Me Drums – Victor Indrizzo Guitar – Corky James Vocals [Additional Vocals] – The Matrix (2) Written-By – Graham Edwards, Lauren Christy, Liz Phair, Scott Spock	3:20
B3	Take A Look Bass – Mike Elizondo Drums – Matt Chamberlin* Guitar – Michael Penn, Wendy Melvoin Keyboards – Patrick Warren Percussion – Lenny Castro Vocals – Liz Phair Written-By – Liz Phair	3:29
B4	Little Digger Bass, Guitar, Sampler – Michael Penn Drums – John Sands Piano – Patrick Warren Vocals, Sampler – Liz Phair Written-By – Liz Phair	3:35
C1	Firewalker Bass – David Sutton Drums – Mario Calire Guitar, Backing Vocals – Buddy Judge Keyboards – Jebin Bruni Vocals – Liz Phair Written-By – Liz Phair	4:29
C2	Favorite Drums – Victor Indrizzo Guitar – Corky James Vocals [Additional Vocals] – The Matrix (2) Written-By – Graham Edwards, Lauren Christy, Liz Phair, Scott Spock	3:24
C3	Love/Hate Bass – David Sutton Drums – Mario Calire Electric Guitar – R. Walt Vincent Electric Guitar, Backing Vocals – Buddy Judge Keyboards – Jebin Bruni Vocals – Liz Phair Written-By – Liz Phair	3:43
D1	H.W.C. Bass, Harmonica – R. Walt Vincent Drums, Guitar – Pete Yorn Vocals – Liz Phair Written-By – Liz Phair	2:55
D2	My Bionic Eyes Bass – David Sutton Drums – Mario Calire Electric Guitar – R. Walt Vincent Electric Guitar, Backing Vocals – Buddy Judge Keyboards – Jebin Bruni Vocals – Liz Phair Written-By – Liz Phair	3:52
D3	Friend Of Mine Bass – Wendy Melvoin Drums – Abraham Laboriel Jr. Guitar, Vocals [Background Vocals] – Michael Penn Keyboards – Patrick Warren Vocals – Liz Phair Written-By – Liz Phair	3:44
D4	Good Love Never Dies Drums – Mike Stinson Guitar, Bass, Backing Vocals, Electric Piano [Wurlitzer] – R. Walt Vincent Vocals – Liz Phair Written-By – Liz Phair	3:00

Record Company – UMG Recordings, Inc.
Manufactured By – Universal Music Enterprises
Distributed By – Universal Music Enterprises
Phonographic Copyright ℗ – Capitol Records, Inc.
Copyright © – Capitol Records, Inc.
Recorded At – Decoy Studios
Recorded At – House Of Blues Studios, Encino
Recorded At – Capitol Studios
Recorded At – Sonora Recorders
Recorded At – Sage & Sound
Recorded At – Sunset Sound
Recorded At – Master Control, Burbank
Recorded At – Mesmer Proper Studios
Engineered At – Third Stone Recording
Engineered At – Grandmaster Recorders
Mixed At – Windmark Recording Studios, Virginia Beach
Mixed At – South Beach Studios
Mastered At – Sterling Sound
Mastered At – Oasis Mastering
Lacquer Cut At – Capitol Mastering

A&R – Ron Laffitte
Art Direction, Design – Eric Roinestad
Creative Director – Mary Fagot
Lacquer Cut By – IS*
Legal – Davis, Shapiro, Lewit, Montone & Hayes, LLP
Mastered By – Eddy Schreyer (tracks: 3), Ted Jensen (tracks: 1, 2, 4 to 14)
Photography By – Phil Poynter
Producer – Liz Phair (tracks: 8, 10, 12)
Producer, Arranged By, Recorded By – The Matrix (2) (tracks: 1, 3, 5, 9)
Producer, Engineer – R. Walt Vincent (tracks: 11, 14)
Producer, Recorded By – Michael Penn (tracks: 2, 4, 6, 7, 13)

An exclusive repressing from “The Sound of Vinyl” webstore on Translucent Root Beer Brown vinyl.
Duration of tracks not included on album.

℗ 2003 © 2017 Capitol Records
Manufactured and distributed by Universal Music Enterprises, a Division of UMG Recordings, Inc.

Barcode (Regular Text): 6 02557 23744 3
Barcode (Limited Edition Sticker Text): 6 02577 09592 4
Matrix / Runout (Side A): [Etched] B0025951-01-A エ∽ [Stamped] MASTERED BY CAPITOL
Matrix / Runout (Side B): [Etched] B0025951-01-B エ∽ [Stamped] MASTERED BY CAPITOL
Matrix / Runout (Side C): [Etched] B0025951-01-C エ∽ [Stamped] MASTERED BY CAPITOL
Matrix / Runout (Side D): [Etched] B0025951-01-D エ∽ [Stamped] MASTERED BY CAPITOL