| Side A: | |
| 1. My Heart's Not In It (Darlene McCrea) 2:48 | |
| 2. Rickety 3:46 | |
| 3. I'm So Lonesome I Could Cry (Hank Williams) 2:51 | |
| 4. All Your Secrets (remake of track from Popular Songs) 3:18 | |
| 5. The Ballad Of Red Buckets (remake of track from Electr-o-pura) 4:49 | |
| 6. Friday I'm In Love (The Cure) 3:11 | |
| 7. Before We Stopped To Think (Great Plains) 2:59 | |
| - | |
| Side B: | |
| 1. Butchie's Tune (The Lovin' Spoonful) 2:46 | |
| 2. Automatic Doom (Special Pillow) 2:37 | |
| 3. Awhileaway 4:03 | |
| 4. I Can Feel The Ice Melting (The Parliaments) 2:35 | |
| 5. Naples (Antietam) 2:44 | |
| 6. Deeper Into Movies (remake of track from I Can Hear the Heart Beating as One) 5:09 | |
| 7. Somebody's In Love (The Cosmic Rays with Le Sun Ra and Arkestra) 2:05 | |
Ira Kaplan - lead vocals, guitar, keyboard
Georgia Hubley - drums, percussion, backing vocals, guitar, keyboard, drum machine
James McNew - bass, backing vocals, guitar
