All songs written by Marshall Crenshaw, except where noted.
- "Will We Ever?" – 4:06
- "Where Home Used to Be" – 4:54
- "Take Me with U" (Prince) – 3:46
- "From Now Until Then" – 4:06
- "Despite the Sun" – 4:54
- "The Spell Is Broken" (Crenshaw, David Cantor) – 4:12
- "A Few Thousand Days Ago" (Crenshaw, Bill Demaine) – 4:04
- "Long and Complicated" (Crenshaw, Richard Julian) – 5:35
- "I'd Rather Be with You" (Bootsy Collins, George Clinton, Gary Lee Cooper) – 4:27
- "Alone in a Room" – 3:39
- "AKA A Big Heavy Hot Dog" – 4:00
- Marshall Crenshaw - vocals, guitar, bass, drums, percussion, organ, mellotron, mandoguitar
- Diego Voglino – drums
- Tony Scherr – bass
- Chris Cunningham – guitar
- Andy York – guitar, bass, mandoguitar
- Bill Ware – vibraphone
- Jason Crigler – guitar
- Graham Maby – bass
- Tony Beckham – vibraphone
- Greg Leisz – steel guitar
- Jane Scarpantoni – cello
- Eric Ambel – dulcitar, bass
- Tom Teeley – guitar