| # | Title | Rating | Length |
|---|
| 1 | I Should’ve Known | 5 | 4:54 |
| 2 | Fifty Years After the Fair | | 3:46 |
| 3 | 4th of July | | 3:21 |
| 4 | Could’ve Been Anyone | | 4:23 |
| 5 | Put Me on Top | | 3:29 |
| 6 | Stupid Thing | | 4:28 |
| 7 | Say Anything | | 4:58 |
| 8 | Jacob Marley’s Chain | | 3:02 |
| 9 | Mr. Harris | | 4:06 |
| 10 | I Could Hurt You Now | | 4:17 |
| 11 | I Know There’s a Word | | 3:17 |
| 12 | I’ve Had It- producer:
- Jon Brion, Michael Hausman and Aimee Mann
- bass drum, congas, cymbal and percussion [tongue drum]:
- Michael Hausman
- bass harmonica, celesta, electric guitar, Hammond organ [B-3], organ [cottage organ], organ [optigan], piano, piccolo, tack piano and Wurlitzer electric piano [Wurlitzer]:
- Jon Brion
- bassoon:
- Mike Breaux
- classical guitar [nylon string guitar]:
- Aimee Mann
- other instruments [bottles]:
- Jon Brion and Buddy Judge
- vocals:
- Buddy Judge and Aimee Mann
- recording of:
- I’ve Had It
- lyricist and composer:
- Aimee Mann
| 4 | 4:42 |
| 13 | Way Back When | | 3:30 |
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