1. When You Make Up Your Mind (4:41) 2. Drag (4:54) 3. Tears Won't Help (5:43) 4. Motorcycle Boy (4:55) 5. That's What You Always Say (4:38) 6. Please Don't Hold Back (3:38) 7. Top of the Hill (4:48) 8. Tuesday (3:56) 9. Grace (3:49) 10. Never Look Into the Sun* (4:53) 11. 405 (7:18) 12. Carolyn (5:40) 13. E: Boston (5:57) 14. Kerosene Man (5:51) 15. Brown-Eyed Girl (6:01)
Steve Wynn - lead vocals, guitar
Robert Mache - lead guitar, vocals
Robert Lloyd - keyboards, harmonica, vocals
Paula Jean Brown - bass guitar, vocals (*lead)
Kevin Jarvis - drums
Steve and Robert Lloyd switch instruments during Kerosene Man and
Robert sings one of the verses.