Release

1	Aimee Mann -	One	2:53
		Backing Vocals - Chris Difford , Neil Innes Written-By - Harry Nilsson
2	Aimee Mann -	Momentum	3:27
		Acoustic Guitar - Buddy Judge Bass, Keyboards - Jon Brion Drums - Dan MacCarroll Saxophone [Baritone] - Jon Lupfer
3	Aimee Mann -	Build That Wall	4:25
		Backing Vocals - Buddy Judge Drums - Scott Mitchell (2) Euphonium - Randy Brion Oboe - Mike Breaux Piccolo Flute - Keith Brion Written-By, Bass, Backing Vocals - Aimee Mann Written-by, Guitar, Organ, Glockenspiel, Celesta, Percussion, Orchestra [Casio], Backing Vocals - Jon Brion
4	Aimee Mann -	Deathly	5:28
		Backing Vocals - Juliana Hatfield Bass, Acoustic Guitar - Aimee Mann Guitar [Electric], Drums, Backing Vocals - Jon Brion
5	Aimee Mann -	Driving Sideways	3:47
		Bass, Guitar [Slide] - Brendan O'Brien Drums - Dan MacCarroll Guitar [Electric], Backing Vocals - Michael Penn Piano - Patrick Warren Written-By, Backing Vocals - Aimee Mann Written-by, Acoustic Guitar [12-string], Guitar [Electric], Backing Vocals - Michael Lockwood
6	Aimee Mann -	You Do	3:41
		Backing Vocals - Buddy Judge Bass, Acoustic Guitar - Aimee Mann Drum Programming - Michael Hausman Guitar - Michael Penn Guitar [Electric], Keyboards - Michael Lockwood Keyboards [Chamberlin], Celesta - Patrick Warren
7	Aimee Mann -	Nothin Is Good Enough (Instrumental)	3:10
		Backing Vocals - Buddy Judge Bass, Backing Vocals - Aimee Mann Drums - Rik Menck* Piano, Keyboards [Chamberlin] - Benmont Tench
8	Aimee Mann -	Wise Up	3:31
		Backing Vocals - Michael Penn Bass, Acoustic Guitar - Aimee Mann Keyboards [Chamberlin] - Jon Brion Percussion - Dan MacCarroll Piano - Benmont Tench
9	Aimee Mann -	Save Me	4:35
		Acoustic Guitar, Bass - Aimee Mann Backing Vocals - Buddy Judge , Jon Brion , Michael Lockwood Drums, Percussion - John Sands Guitar [Electric], Melodica - Michael Lockwood Keyboards, Accordion - Patrick Warren
10	Supertramp -	Goodbye Stranger	5:50
		Written-By - Richard Davies* , Roger Hodgson
11	Supertramp -	Logical Song	4:07
		Written-By - Richard Davies* , Roger Hodgson
12	Gabrielle -	Dreams	3:43
		Guitar - Paul Noble Strings - Raggae Philharmonic Orchestra, The Written-By - Louisa Gabrielle Bobb* , Timothy Charles Law*
13	Jon Brion -	Magnolia	2:12
		Orchestrated By, Conductor - Thomas Pasatieri Written-By - Jon Brion

Credits

Engineer - Brian Scheuble (tracks: 7) , Mike Denneen (tracks: 1, 2)
Executive Producer [Album] - JoAnne Seller , Paul Thomas Anderson
Executive Producer [Reprise Records] - Danny Bramson
Mastered By - Jean Gramaldi , Ron McMaster
Mixed By - Bob Clearmountain (tracks: 3 to 7, 9) , John Brough (tracks: 12) , Mark McKenna (tracks: 2) , Michael Penn (tracks: 8)
Photography - Peter Sorel
Producer - Aimee Mann (tracks: 5 to 7, 9) , Brendan O'Brien (tracks: 5) , Buddy Judge (tracks: 7) , Jon Brion (tracks: 1, 2, 4) , Michael Penn (tracks: 8) , Richie Fermie (tracks: 12)
Recorded By - Brian Kehew (tracks: 8) , Brian Scheuble (tracks: 3 to 7, 9) , Mark McKenna (tracks: 3) , Mike Denneen (tracks: 2 to 4) , Nick DiDia (tracks: 5)
Recorded By [Assistance] - David Boucher (tracks: 3)

Notes

Track 1 recorded at Q Division and Konk Studios. Track 2 recorded at Q Division. Track 3 recorded at Q Division, Bearsville and MixThis! Track 4 recorded at Q Division and Mad Dog Studios. Tracks 6, 7, 9 recorded at Mad Dog Studios. Track 8 recorded at Audities.