(All songs written by Mike Viola.)
- "Falling Into Place" - 2:58
- "Killing Floor" - 4:05
- "All I Have" - 2:17
- "Too Much Going On" - 3:36
- "Let It Ride" - 2:49
- "Give Me Some Time" - 4:01
- "Hills Of L.A." - 3:07
- "I Don't Know Anything" - 2:37
- "Can't We Do Anything Right" - 2:28
- "Stop When It Hurts" - 2:56
- "Doing It The Wrong Way" - 2:26
- "Break Your Heart" - 3:28
- "Fall Back Down" - 2:55
- "Once I Was" - 5:10
- Danny Bennett: producer
- Dae Bennett: producer
- Mike Viola: vocals, guitars, producer
- Pete Donnelly: bass, vocals
- Mike Levesque: drums
- Dan Levine: trombone (on "Once I Was")
- Larry Etkin: trumpet (on "Once I Was")
- Jim O'Connor: trumpet (on "Once I Was")
- Garth Hudson: saxophone, keyboards (on "Once I Was")