| 1 | DowntownBacking Vocals – Dorathea StrauchenHarmonica – LCWritten-By – Blair Cowan, Lloyd Cole | 5:18 |
| 2 | I Hate To See You Baby Doing That StuffBacking Vocals – Matthew SweetWritten-By – Fred Maher, Lloyd Cole | 3:58 |
| 3 | Ice Cream GirlWritten-By – Blair Cowan, Lloyd Cole | 3:04 |
| 4 | SweetheartBacking Vocals – LC, Nicky HollandBass – LC | 4:30 |
| 5 | Mercy KillingBacking Vocals – LC, Nicky HollandSynthesizer – LC | 5:14 |
| 6 | A Long Way DownBacking Vocals – LC, Nicky Holland, Parker DuLany | 5:22 |
| 7 | UndressedHarmonica – LCPiano – LC | 3:04 |
| 8 | To The ChurchPiano – LCSynthesizer – LC | 2:24 |
| 9 | LovelessBass – LCWritten-By – Blair Cowan, Lloyd Cole | 4:09 |
| 10 | Don't Look BackBacking Vocals – LC, Nicky Holland | 3:42 |
| 11 | What Do You Know About Love ?Backing Vocals – LC, Nicky Holland, Parker DuLany | 4:08 |
| 12 | Waterline | 2:59 |
| 13 | No Blue SkiesBacking Vocals – Matthew Sweet, Nicky Holland | 4:08 |
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