| 1. Down (Produced By 311, & Saint) | not rated | 4:10 |
| 2. Flowing (Produced By 311, Hugh Padgham, & Scotch Ralston) | not rated | 4:35 |
| 3. All Mixed Up (Produced By 311, & Saint) | not rated | 4:11 |
| 4. Amber (Produced By 311, & Saint) | not rated | 4:12 |
| 5. Come Original (Produced By 311, Hugh Padgham, & Scotch Ralston) | not rated | 5:25 |
| 6. Beautiful Disaster (Produced By 311, & Scotch Ralston) | not rated | 5:43 |
| 7. Creatures (For A While) (Produced By 311, & Saint) | not rated | 6:27 |
| 8. Do You Right (Produced By Eddie Offord) | not rated | 6:26 |
| 9. I'll Be Here Awhile (Produced By 311, & Saint) | not rated | 4:30 |
| 10. You Wouldn't Believe (Produced By 311, & Saint) | not rated | 5:18 |
| 11. Transistor (Produced By 311, & Scotch Ralston) | not rated | 4:30 |
| 12. Don't Stay Home (Produced By 311, & Saint) | not rated | 4:03 |
| 13. Homebrew (Produced By 311, & Eddie Offord) | not rated | 4:19 |
| 14. Beyond The Gray Sky (Produced By 311, & Saint) | not rated | 5:57 |
| 15. Love Song (Produced By 311) | not rated | 4:59 |
| 16. How Do You Feel? (Produced By 311) | not rated | 4:33 |
| 17. First Straw (Produced By 311) | not rated | 4:06 |
| 1:23:24 |
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