| 1 | The Sandman6-String Bass – Andy WestDrums – John FrenchElectric Guitar – Henry KaiserWritten-By – Marshall | 4:45 |
| 2 | Rock OnBacking Vocals – Cary Sheldon, Hilary HanesBass, Backing Vocals – Greg GumbelDrums, Percussion – John Hanes Electric Guitar, Backing Vocals – Henry KaiserElectric Guitar, Lead Vocals – Bruce AndersonKeyboards – Tom ConstantenSoprano Saxophone – Bruce AckleyViolin – David BalakrishnanWritten-By – Essex | 12:40 |
| 3 | Edge Of The WorldAlto Saxophone – John OswaldPiano, Organ – Miguel FrasconiSynthesizer [Synclavier], Engineer – Henry KaiserWritten-By – Kaiser, Frasconi | 2:30 |
| 4 | Distant StarsElectric Guitar, Engineer – Henry KaiserWritten-By – Kaiser | 2:00 |
| 5 | Hurum IIDrums – Charles K. NoyesElectric Guitar – Henry KaiserGayageum [Kayagum], Vocals – Sang Won ParkWritten-By – Noyes, Kaiser, Park | 7:55 |
| 6 | The Skunk's TearsBass – Gary LambertDrums – Mark McQuade CrawfordElectric Guitar – Henry Kaiser, John McCainEngineer – Bob ShumakerWritten-By – Adams | 3:15 |
| 7 | Windham HellGuitar [Midi], Engineer – Henry KaiserWritten-By – Kaiser | 1:50 |
| 8 | Kanaka Wai WaiAcoustic Guitar – Henry Kaiser, Richard ThompsonAcoustic Guitar, Vocals – Raymond KaneEngineer – Milan BertosaVocals – Elodea KaneWritten-By – Almieda | 4:15 |
| 9 | Annihilation In AllahBass – Gary LambertDrum [Changgo] – Jin Hi KimElectric Guitar, Acoustic Guitar – Henry KaiserViolin – David BalakrishnanVocals, Acoustic Guitar – Richard ThompsonWritten-By – Traditional | 4:35 |
| 10 | California Dreamin'Bass, Vocals – Hilary HanesDrums – John Hanes Electric Guitar – Henry KaiserElectric Guitar, Vocals – Bruce AndersonPiano – Tom ConstantenVocals – Cary SheldonWritten-By – Phillips, Gilliam | 4:40 |
| 11 | Cold Rain And SnowAcoustic Guitar – Henry KaiserAcoustic Guitar, Vocals – Danny CarnahanLead Vocals, Dulcimer [Hammered] – Robin PetrieWritten-By – TraditionalZither [26 String Danh Tranh] – Ngoc Lam | 4:45 |
Track A2 engineered at Audio Resource Honolulu.
Track B5 engineered at Bay Records, Berkeley.
Track A1, A3 to B2 & B7 engineered at Mobius Music, San Francisco.
Mastered at Fantasy Studios, Berkeley.
Made in England
Distributed in Europe by Backs