- "The Green Room Serenade" (Taylor) (1:42)
- "Up in the Morning" (Taylor) (5:19)
- "Cry Baby" (Eugene) (3:01)
- "Love Takes Over The World" (Taylor) (4:37)
- "Close But No Cigar" (Taylor) (2:57)
- "All That Remains" (Taylor) (5:21)
- "Sweet Work of Love" (Taylor) (5:26)
- "If it Be Your Will" (Leonard Cohen) (3:59)
- "Mexico" (Eugene) (4:10)
- "The Prodigal Bride (I'll Wait For You)" (Taylor) (4:48)
- "Hey, You Little Devil" (Taylor/Daugherty/Eugene) (3:40)
- "I Don't Love You" (Roe) (2:51)
- "Reasonable Service" (Taylor) (5:01)
- "Waiting For You to Come Around" (Daugherty/Eugene) (5:55)
- "Breathe Deep (The Breath of God) - 1996" (Taylor) (4:15)
- Derri Daugherty — vocals, electric and acoustic guitars, bass
- Gene Eugene — vocals, Fender Rhodes electric piano, B-3 organ, guitars, bass
- Mike Roe — vocals, lead guitar, acoustic guitar, bass
- Terry Scott Taylor — vocals, acoustic guitars
Additional musicians
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- Recorded and Mixed by Gene Eugene and Lost Dogs at The Green Room, Huntington Beach.
- B-3 Recorded at Desert Moon, Anaheim.
- Additional Engineering by Eric Tokle.
- Art Direction, Design, Concepts, Photography and Clay Sculptures by the "Fabulous" Anna Cardenas.