| 1 | JailbirdGuitar, Vocals, Keyboards, Bass – M. WardPercussion – Adam SelzerStrings – Peter Broderick, Tom HagermanWritten-By – M. Ward | 2:32 |
| 2 | EpistemologyArranged By [Strings] – M. WardBass – Mike CoykendallGuitar, Vocals – M. WardMandolin – Mike MogisPercussion – Jordan Hudson, Rachel Blumberg, Than LuuWritten-By – M. Ward | 3:49 |
| 3 | Shangri-laWritten-By, Performer, Engineer – M. Ward | 2:20 |
| 4 | Rave OnArranged By – M. WardGuitar, Vocals, Bass – M. WardPercussion – Adam SelzerPercussion, Bells – Mike MogisVocals – Zooey DeschanelWritten-By – Bill Tilghman, Norman Petty, Sonny West | 3:36 |
| 5 | To Save MeBass – Mike CoykendallGuitar, Vocals, Keyboards – M. WardKeyboards, Vocals, Guitar – Jason LytleMandolin, Percussion – Mike MogisPercussion – Jordan Hudson, Rachel Blumberg, Than LuuWritten-By – M. Ward | 3:02 |
| 6 | For BeginnersBass – Mike CoykendallGuitar, Vocals, Keyboards – M. WardWritten-By – M. Ward | 2:48 |
| 7 | Outro (Aka : I'm A Fool To Want You)Arranged By – M. WardArranged By [Strings] – M. WardBass – Mike CoykendallGuitar, Keyboards – M. WardPercussion – Rachel Blumberg, Than LuuStrings – Tom HagermanWritten-By – Frank Sinatra, Jack Wolf, Joel S. Herron | 3:47 |
| 8 | Oh Lonesome MeArranged By – M. WardArranged By [Strings] – M. WardBass [Upright] – Bill RitchieBass, Percussion – Mike CoykendallCello – Dave CampbellMandolin – Mike MogisViola – Allison StewartViolin – Elin Palmer, Heather Broderick, Tom HagermanVocals – Lucinda WilliamsVocals, Guitar, Keyboards – M. WardWritten-By – Don Gibson | 6:06 |
| 9 | Blake's ViewBass – Mike CoykendallGuitar, Vocals, Keyboards – M. WardWritten-By – M. Ward | 2:30 |
| 10 | Fisher Of MenArranged By [Strings] – M. WardBass – Mike CoykendallGuitar, Vocals, Keyboards – M. WardPercussion – Rachel BlumbergStrings – Peter Broderick, Tom HagermanWritten-By – M. Ward | 3:13 |
| 11 | Stars Of LeoBass, Percussion – Mike CoykendallGuitar, Vocals, Keyboards – M. WardPercussion, Keyboards, Bells – Mike MogisWritten-By – M. Ward | 3:18 |
| 12 | One Hundred Million YearsWritten-By, Performer, Engineer – M. Ward | 2:12 |
| 13 | Hold TimeArranged By [Strings] – M. WardBass – Mike CoykendallBass [Upright] – Bill RitchieGuitar, Vocals, Keyboards – M. WardPercussion – Mike MogisStrings – Peter Broderick, Tom HagermanWritten-By – M. Ward | 3:05 |
| 14 | Never Had Nobody Like YouGuitar, Vocals, Bass – M. WardPercussion – Adam SelzerVocals – Zooey DeschanelWritten-By – M. Ward | 2:26 |
