| 1 | –Spoon | Don't Buy The RealisticWritten-By – Spoon | 3:58 |
| 2 | –Chavez | Unreal Is HereWritten-By – Chavez | 2:33 |
| 3 | –Tobin Sprout | Small ParadeVocals, Acoustic Guitar, Bass, Drums, Keyboards [Casio], Piano – Tobin SproutWritten-By – T. Sprout | 2:15 |
| 4 | –Teenage Fanclub | Catholic EducationWritten-By – Blake | 2:32 |
| 5 | –Mecca Normal | Hurricane WatchDrums – Peter JefferiesGuitar – David LesterGuitar, Vocals – Jean SmithWritten-By – Lester, Smith | 3:53 |
| 6 | –Pizzicato Five | Happy BirthdayArranged By – Norayama TatsuyaLyrics By – Konishi YasuharuWritten-By – Konishi | 2:28 |
| 7 | –Come | In/OutWritten-By – Come | 4:44 |
| 8 | –Come | StrikeBass – Tara Jane O'NeilDrums – Kevin CoultasEngineer – Andy Bryant, John McEntire, Wally GagelGuitar – Chris BrokawMixed By – Bryce GogginVocals, Guitar – Thalia ZedekWritten-By – Come | 4:01 |
| 9 | –Chain Gang | Son Of SamWritten-By – Larry Gee, Phil Von Rome, Ricky Luanda, Ted Twist | 3:12 |
| 10 | –Pavement | Texas Never WhispersWritten-By – Malkmus | 3:08 |
| 11 | –Mecca Normal | Water Cuts My HandsWritten-By – Lester, Smith | 1:59 |
| 12 | –Cat Power | Back Of Your HeadWritten-By – Cat Power | 3:43 |
| 13 | –S.F. Seals | Still?Written-By – Barbara Manning, Hopkins | 4:03 |
| 14 | –Liz Phair | Stratford-On-GuyWritten-By – Liz Phair | 2:58 |
| 15 | –Railroad Jerk | One Step ForwardKeyboards – Giovanni Fusco Mixed By, Producer – SettlyProducer – Railroad JerkWritten-By – M. Hall | 5:09 |
| 16 | –Yo La Tengo | Tom CourtenayWritten-By – Yo La Tengo | 3:31 |
| 17 | –Bailter Space | SplatWritten-By – Bailter Space | 3:49 |
| 18 | –Pavement | Killing MoonWritten-By – McCulloch, Pattinson, De Freitas, Sergeant | 5:16 |
| 19 | –Unsane | Vandal XWritten-By – Unsane | 1:46 |
| 20 | –Thinking Fellers Union Local 282 | My Pal The TortoiseWritten-By – Thinking Fellers Union Local 282 | 2:48 |
| 21 | –Helium | Lucy | 6:28 |
| 22 | –Railroad Jerk | Bang The DrumWritten-By – Railroad Jerk | 2:45 |
| 23 | Favorite Tracks |
| 24 | –Pizzicato Five | Twiggy TwiggyWritten-By – Satoh Nanako | 4:04 |
| 25 | –Bettie Serveert | Life Is An ImbecileEngineer – David VoigtLyrics By – Carol van DijkMusic By – Bettie ServeertProducer, Mixed By – Bryce Goggin | 3:26 |
| 26 | –Spoon | Telamon BridgeRecorded By – Grant BargerWritten-By – Spoon | 2:01 |
| 27 | –Yo La Tengo | Don't Say A Word (Demo Version)Written-By – Hubley | 3:33 |
| 28 | –Silkworm | Couldn't You Wait (Acoustic)Written-By – Silkworm, Midgett | 3:37 |
| 29 | –Silkworm | HangmanPerformer – Andy Cohen, Joel Phelps, Michael DahlquistRecorded By, Performer – Tim MidgettWritten-By – The Walkabouts | 4:51 |
| 30 | –Guided By Voices | Motor AwayWritten-By – R.Pollard, Sprout | 2:07 |
| 31 | –Barbara Manning | The Blood Of FeelingMusic By – B. Manning, Cole Marquis, Corey Allan PorterPerformer – Manning, Marquis, PorterWords By – B. Manning | 2:59 |
| 32 | –Chavez | Theme From "For Russ"Co-producer – Bryce GogginWritten-By – Chavez | 4:44 |
| 33 | –Bettie Serveert | TomboyLyrics By – Carol van DijkMusic By – Bettie Serveert | 4:21 |
| 34 | –The Jon Spencer Blues Explosion | Dig My Shit!Written-By – Spencer, Explosion | 1:39 |
| 35 | Unreleased Tracks |
| 36 | –Guided By Voices | My Thoughts Are A GasBass – Greg DemosDrums – Joe BubenGuitar, Vocals – Robert PollardRecorded By – John ShoughWritten-By – R.Pollard | 3:06 |
| 37 | –Liz Phair | Stuck On An IslandPerformer – Alain Johanes, Chris Wagner , Joey WaronkerWritten-By – Liz Phair | 2:26 |
| 38 | –Superchunk | For TensionWritten-By – Superchunk | 2:59 |
| 39 | –Bardo Pond | The TrailBass – Clint TakedaDrums – Joe CulverGuitar – John Gibbons, Michael GibbonsProducer – Bardo Pond, J. CoxVocals – Isobel SollenbergerWritten-By – Bardo Pond | 6:15 |
| 40 | –The Fall | Hey StudentWritten-By – Scanlon, Smith, Hanley | 4:29 |
| 41 | –Run On | Days AwayGuitar, Organ – Alan LichtMarimba, Sequencer, Synthesizer [Synth] – Rick BrownMixed By – Wharton TiersProducer – Ira KaplanRecorded By – Brad MorrisonVocals, Guitar – Sue GarnerWritten-By – Run On | 5:39 |
| 42 | –The Jon Spencer Blues Explosion | DangWritten-By – Spencer, Explosion | 1:53 |
| 43 | –The For Carnation | Alfredo's WelcomeEngineer – Grant BargerWritten-By – B. McMahan, B. Walford | 3:38 |
| 44 | –The Frogs | Adam & SteveWritten-By – D. Flemion, J. Flemion | 3:06 |
| 45 | –Helium | Pat's Trick | 3:21 |
| 46 | –Cat Power | Nude As The News | 4:22 |
Liner notes include brief label discography (sorted by artist) & "little known facts" about each track on disc 2.
Also available as 2xLP, and as a VHS program (tracks vary).
© ℗ 1997 MATADOR RECORDS
1-1: Roshashauna Music/Excellent Classical Songs (BMI). from ole-132 Electr-O-Pura
1-2: Treble Kicker Music (VIRGIN/EMI). from ole-044 Watery Domestic
1-3: Tartan Paint Inc. from ole-012 Catholic Education
1-4: (BMI). from ole-049 On The Mouth
1-5: Unsane Publishing. from ole-047 Singles '89-'92
1-6: Bailter Space Music. from ole-142 Wammo
1-7: Loud Pink Bird Songs (ASCAP). from ole-124 The Dirt of Luck
1-8: Dreading Futures/Doorman Music (BMI). from ole-202 What Would the Community Think
1-9: Sander Blom Music (VIRGIN/EMI). from ole-046 Palomine
1-10: Bumpin' Like a Mug. from ole-154 The Marco Collins Sessions
1-11: Henry Neuman Songs (BMI). from ole-201 "Telephono"
1-12: Sony Tunes (ASCAP). from ole-051 Exile In Guyville
1-13: copyright control. from ole-099 Made In USA
1-14: Mute Songs LTD. from ole-095 Middle Class Revolt
1-15: Warner Tamerlane Publishing (BMI). from ole-127 One Track Mind
1-16: Weak Lung (BMI). from ole-108 Don't Ask Don't Tell
1-17: from ole-105 Orange
1-18: from ole-019 Perfumed
1-19: from ole-106 NY Black
1-20: Fist of Tarver (BMI), All Time Lo (BMI). from ole-200 Ride the Fader
1-21: Needmore Songs (BMI). from ole-123 Alien Lanes
1-22: Meown Music (BMI). from ole-089 Nowhere
1-23: Twart Music. from ole-109 Strangers From the Universe
1-24: SOCAN. from ole-011 Water Cuts My Hands
2-1: Dreading Futures / Doorman (BMI). Recorded for VPRO, Radio 5 "De Avonden"
2-2: Weak Lung Music (BMI). Recorded November 1995 at Idful, Chicago and Fort Apache, Cambridge. Mixed at Baby Monster, NYC.
2-3: Plastic Fork Music, Warner Tamerlane Publishing Corp. (BMI). Recorded at Tin Pan Alley, New York, May 1996. Mixed at Platinum Island, New York. From the Third Rail sessions, 1996.
2-5: Neemore Songs/MCA (BMI). Recorded at Cro-Magnon.
2-6: Henry Neuman Songs (BMI).
2-7: WB Music Corp. (ASCAP). Recorded for BBC "Night Session"
2-8: 1991 Fire and Skill (BMI). Recorded 10/9/92 on cassette four-track. From a forthcoming Silkworm Quartet retrospective (OLE 159), tentatively titled Even a Blind Chicken Finds a Kernel of Corn Now and Then.
2-9: Roshashauna Music (BMI)
2-10: Barbara Manning Music (BMI)
2-11: Sander Blom Music (VIRGIN/EMI). Recorded at Bearsville Studios, Woodstock, NY 1996.
2-12: Sony Tunes (ASCAP)
2-13: Neatly Folded Music (BMI)
2-14: Run On (BMI). Recorded in the top of the barn at Black Dirt Studios, mixed at Fun City. Originally released as AJAX 037.
2-15: SOCAN. Recorded at Sounds Fine To Me Studios
2-16: Loud Pink Birdsongs (ASCAP). Previously released on Pop Narcotic.
2-17: 1996 Fist of Tarver (BMI), All Time Lo (ASCAP)
2-18: I'm A Cowboy Songs (BMI). Recorded on 8-track in the basement.
2-19: Doorman (BMI). Recorded at Cycle Sounds 1/97.
2-20: Columbia Music (BMI) "This song was composed for the TV commercial for the P'PAPRCO (Japanese department store) Spring '96 Campaign ... The song was released as a limited 7" for the campaign."