| 1 | Lilith Fair | 7:20 |
| 2 | Mama's Getting Hot | 2:13 |
| 3 | The Beautiful Women In Hollywood | 2:20 |
| 4 | Midnight Train To GeorgiaBacking Vocals [Background Vocals] – Catherine Russell, Elaine CaswellKeyboards – Mitch KaplanProgrammed By – Eve NelsonWritten-By – Jim Weatherly | 3:24 |
| 5 | "That's My L.A." | 2:01 |
| 6 | Peanuts | 2:32 |
| 7 | Telephones | 2:24 |
| 8 | Hermino Is My House Painter | 2:06 |
| 9 | Courtney Love | 5:20 |
| 10 | On The Runway (Remix)Backing Vocals [Background Vocals] – Catherine Russell, Elaine CaswellKeyboards – Mitch KaplanPercussion – Denise FraserProgrammed By – Eve NelsonRemix, Producer [Remix Produced By] – Eve Nelson, Mitch KaplanVoice [Announcer] – Bernadette O'Reilly, Eve Nelson, Mitch KaplanWritten-By – Mitch Kaplan, Sandra Bernhard | 7:24 |
| 11 | Sandy's Taxi | 1:54 |
| 12 | Too Many Magazines | 1:09 |
| 13 | Fabulous Trip To Morocco / God Is GoodAcoustic Guitar ["God Is Good"] – Mike LoprestiDjembe [Gembe - "God Is Good"] – Soumaya AkaabouneElectric Guitar ["God Is Good"] – Sharon MiddendorfKeyboards ["God Is Good"], Backing Vocals [Background Vocals - "God Is Good"] – Mitch KaplanPercussion ["God Is Good"] – Everett BradleyProgrammed By ["God Is Good"] – Eve NelsonWritten-By ["God Is Good"] – Mitch Kaplan, Sandra Bernhard | 6:31 |
| 14 | Walk TallKeyboards – Mitch KaplanPercussion – Denise FraserWritten-By – Mitch Kaplan, Sandra Bernhard | 6:07 |
| 15 | On The RunwayBacking Vocals [Background Vocals] – Catherine Russell, Elaine CaswellKeyboards – Mitch KaplanProgrammed By – Eve NelsonWritten-By – Derrick Smit, Mitch Kaplan, Sandra Bernhard | 6:02 |
| 16 | Designer Culture | 1:32 |
| 17 | Jazzy Spider | 2:05 |
| 18 | Difficult Times | 2:15 |
| 19 | Romance & Drugs | 3:44 |
| 20 | NightingaleBacking Vocals [Background Vocals], Programmed By – Eve NelsonDrums – Hugh ElliottGuitar – Larry SaltzmanKeyboards – Mitch KaplanWritten-By – Mitch Kaplan, Sandra Bernhard | 4:22 |
Tracks 1, 10 and 15 [published by] Simply Bernhard Music (BMI) / Mika Music (ASCAP).
Tracks 2 and 20 [published by] Simply Bernhard Music (BMI) / Mika Music (ASCAP) / Blusmoke Music (ASCAP).
Track 19 [published by] PolyGram International Publishing, Inc. (ASCAP).
Recorded on location at the Westbeth Theatre Center, New York, New York in February 1998 for MonkMusic Productions. Overdubs and "On The Runway" Remix recorded at 22nd Street Studios, New York City. Mastered at Master Cutting Room, New York City.
℗&© 1998 TVT Soundtrax. Manufactured and distributed by TVT Records.