| A1 | I Should've Known | 4:54 | X | |
| A2 | Fifty Years After The Fair | 3:46 | X | |
| A3 | 4th Of July | 3:21 | X | |
| A4 | Could've Been Anyone | 4:23 | X | |
|
Drums, Bass, Guitar, Piano, Organ [Optigan], Mellotron, Keyboards [Chamberlin], Vibraphone, Glockenspiel, Vocals -
Jon Brion
Featuring [Byrds' Quotes] - Roger McGuinn Lyrics By - Aimee Mann Music By - Aimee Mann , Jules Shear , Marty Willson-Piper Organ [Pump], Vocals - Aimee Mann Percussion - Michael Hausman | ||||
| A5 | Put Me On Top | 3:28 | X | |
|
Acoustic Guitar -
Buddy Judge
Bass, Mellotron, Vocals - Aimee Mann Drums - Jim Keltner Electric Guitar, Mellotron, Vocals - Jon Brion | ||||
| A6 | Stupid Thing | 4:27 | X | |
|
Acoustic Guitar -
Buddy Judge
Bass, Vocals - Aimee Mann Drums - Jim Keltner Electric Guitar, Piano, Harmonium, Organ [Optigan, Pump], Keyboards [Chamberlin] - Jon Brion Written-By - Aimee Mann , Jon Brion | ||||
| B1 | Say Anything | 4:57 | X | |
|
Bass, Electric Guitar, Acoustic Guitar, Piano, Mellotron, Vocals -
Jon Brion
Drums - Milt Sutton Lyrics By - Aimee Mann , Jon Brion Music By - Jon Brion Percussion, Vocals - Aimee Mann | ||||
| B2 | Jacob Marley's Chain | 3:01 | X | |
|
Acoustic Guitar -
Buddy Judge
Bass [Acoustic], Organ [Pump], Mellotron, Keyboards [Chamberlin], Harmonium, Kazoo - Jon Brion Percussion [Orchestral] - Michael Hausman | ||||
| B3 | Mr. Harris | 4:05 | X | |
|
Arranged By [Strings], Conductor -
Jimmie Haskell*
Euphonium - Randy Brion Featuring - Sid Sharp Strings, The Oboe - Mike Breaux Piano, Arranged By [Woodwinds] - Jon Brion | ||||
| B4 | I Could Hurt You Now | 4:17 | X | |
|
Acoustic Guitar [Hi-fi], Vocals -
Buddy Judge
Bass, Acoustic Guitar [Lo-fi], Vocals - Aimee Mann Cello [Electric] - David Coleman (2) Drums - Michael Hausman Electric Guitar, Organ [Hammond], Mellotron, Harmonium [Indian], Tambourine, Piano, Glockenspiel, Harmonica [Bass Harmonica], Vocals - Jon Brion Producer - Tony Berg | ||||
| B5 | I Know There's A Word | 3:16 | X | |
|
Acoustic Guitar, Vocals -
Buddy Judge
Arranged By - Jon Brion Bass - Aimee Mann Drums, Keyboards - Jon Brion Strings - Sid Sharp Strings, The Written-By - Aimee Mann , Jon Brion | ||||
| B6 | I've Had It | 4:42 | X | |
|
Bassoon -
Mike Breaux
Drums [Bass, Tongue], Cymbal, Congas - Michael Hausman Electric Guitar, Piano, Organ [Cottage, B-3, Optigan, Wurlitzer], Celesta, Piano [Tack], Harmonica [Bass Harmonica], Piccolo Flute, Other [Bottles] - Jon Brion Guitar [Nylon String] - Aimee Mann Producer - Aimee Mann , Michael Hausman Vocals, Other [Bottles] - Buddy Judge | ||||
| B7 | Way Back When | 3:56 | X | |
|
Acoustic Guitar, Vocals -
Aimee Mann
Acoustic Guitar, Vocals, Pipe - Buddy Judge Bass, Electric Guitar, Guitar [Turtle], Piano, Organ [Optigan, Hammond], Piano [Toy], Marimba, Pipe, Vocals - Jon Brion Drums - Michael Hausman Trombone - Randy Brion | ||||