| 1 | | Don’t CareDrums – Blake Manning Guitar, Bass, Keyboards, Programmed By, Lyrics By, Music By – Alex Lifeson Vocals – Edwin | 4:04 |
| 2 | | PromiseDrums – Blake Manning Guitar [Black Hole], Music By – Bill Bell Guitar, Bass, Lyrics By, Music By, Keyboards – Alex Lifeson Vocals – Edwin | 5:44 |
| 3 | | Start TodayDrums – Blake Manning Guitar [Twelve-string] – Bill Bell Guitar, Bass, Keyboards, Lyrics By, Programmed By – Alex Lifeson Vocals – Dalbello* | 3:48 |
| 4 | | Mr. XBass – Peter Cardinali Drums – Blake Manning Guitar, Keyboards, Programmed By, Music By – Alex Lifeson | 2:21 |
| 5 | | At The EndBacking Vocals – Bill Bell, Edwin Drums, Goblet Drum [Darbuka] – Blake Manning Guitar, Keyboards, Lyrics By, Programmed By, Vocals, Music By – Alex Lifeson Music By, Programmed By – Adrian Zivojinovich | 6:07 |
| 6 | | Sending Out A WarningDrums – Blake Manning Guitar, Bass, Keyboards, Music By, Programmed By, Vocals – Alex Lifeson Guitar, Music By – Bill Bell Vocals – Edwin | 4:11 |
| 7 | | Shut Up Shuttin’ UpBass – Peter Cardinali Drums – Blake Manning E-Bow, Guitar [Wah], Music By – Bill Bell Guitar, Keyboards, Programmed By, Vocals [Yelling] – Alex Lifeson Lyrics By – Charlene & Esther Vocals – Edwin | 4:02 |
| 8 | | Strip And Go NakedGuitar, Bass, Mandola, Music By, Programmed By – Alex Lifeson Guitar, Music By, Slide Guitar – Bill Bell | 3:57 |
| 9 | | The Big DanceBass – Les Claypool Drums – Blake Manning Guitar, Vocals, Keyboards, Music By, Programmed By – Alex Lifeson Music By, Programmed By – Adrian Zivojinovich Vocals – Edwin | 4:14 |
| 10 | | VictorBass – Peter Cardinali Horn – Colleen Allen Lyrics By – W. H. Auden Music By, Programmed By, Vocals – Alex Lifeson | 6:25 |
| 11 | | I Am The SpiritDrums – Blake Manning Guitar [Wobble], Slide Guitar, Music By – Bill Bell Guitar, Bass, Keyboards, Lyrics By, Music By – Alex Lifeson Vocals – Edwin | 5:31 |
| | Bonus Tracks | |
| 12 | | Cherry Lopez Lullaby | 3:32 |
| 13 | | Serbs | 3:46 |
| 14 | | Kroove | 4:52 |
| 15 | | Banjo Bob | 4:10 |
