Track Listing
1. Good For Nothing - 3:21 (Brian Ray)
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- Brian Ray - Vocals, Harmonies, Electric Guitars, Omnicord
- Matt Laug - Drums
- Scott Shriner - Backing Vocals
- Abe Laboriel Jr. - Backing Vocals, Tambourine
- Oliver Leiber - Roland CR-8000
2. Vinyl - 3:35 (Brian Ray/Oliver Leiber)
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- Brian Ray - Vocals, Guitar, Slide Guitar
- Abe Laboriel Jr. - Drums, Backing Vocals
- Paul Bushnell - Bass Guitar, Backing Vocals
- Matt Laug - Tambourine
3. Goin’ Down Swingin’ - 3:52 (Brian Ray/Oliver Leiber/David Gamson)
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- Brian Ray - Vocals, Backing Vocals, Guitar, Maracas
- Oliver Leiber - Drums, Guitar, Maracas
- David Gamson - Bass Guitar, Programming
4.Soft Machine (Featuring Etta James) - 4:01 (Brian Ray/Tonio K./Steve LeGassick)
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- Brian Ray - Vocals, Guitar
- Matt Laug - Drums, Percussion
- David Gamson - Bass Guitar, Backing Vocals
5. I Liked You Better - 3:18 (Brian Ray/Adam Cohen/Oliver Leiber)
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- Brian Ray - Vocals, Guitar
- Matt Laug - Drums, Percussion
- David Gamson - Bass Guitar, Backing Vocals
- Russ Irwin - Backing Vocals
- Jason Paige - Backing Vocals
6. All I Know - 4:27 (Brian Ray)
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- Brian Ray - Vocals, Harmonies, Guitar, Slide Guitar
- Paul "Wix" Wickens - Mellotron
- Rusty Anderson - Pedal Steel Guitar
- Joe Zook - Tambourine
- Scott Shriner - Bass Guitar, Backing Vocals
- Abe Laboriel Jr. - Drums, Backing Vocals
7. Coming Up Roses - 3:54 (Brian Ray/Tonio K.)
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- Brian Ray - Vocals, Guitar
- Abe Laboriel Jr. - Drums, Percussion
- Paul Bushnell - Bass Guitar
- Scott Shriner - Backing Vocals
- David Gamson - Backing Vocals
- The Dirt Brothers - Metal Vocals
8. Sub Atomic - 3:35 (Brian Ray/Abe Laboriel Jr.)
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- Brian Ray - Vocals, Backing Vocals, Guitar
- Abe Laboriel Jr. - Drums, Tambourine
- Scott Shriner - Bass Guitar
9. If You’re Leaving Me 3:45 (Brian Ray)
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- Brian Ray - Vocals, Acoustic Guitar, Percussion
- Russ Irwin - String Arrangement, Strings, Mellotron, Organ
10. Anywhere But Home - 4:09 (Brian Ray)
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- Brian Ray - Vocals, Guitar
- Matt Laug - Drums, Percussion
- Scott Shriner - Backing Vocals
- Abe Laboriel Jr. - Backing Vocals
- David Gamson - Bass Guitar
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