Track listing

1. "Le Dome" (Schon, Marlette) - 1:07
2. "Late Nite" (Schon, Marlette) - 6:37
3. "Softly" (Schon, Marlette, Rolie, Burtnick) - 5:19
4. "The Theme" (Schon, Marlette) - 9:41
5. "I'll Be Waiting" (Schon, Marlette, Rolie) - 5:05
6. "I'll Cover You" (Schon, Burtnick, Marlette) - 5:56
7. "Rain's Comin' Down" (Schon, Cain, Marlette) - 7:06
8. "Smoke of the Revolution" (Schon, Cain, Spiro) - 4:45
9. "Inner Circles" (Schon, Marlette) - 4:38
10. "Steps" (Schon, Marlette) - 5:32
11. "Blackened Bacon" (Schon, Marlette, Newman) - 2:28

Personnel

• Neal Schon
  Neal Schon
  Neal George Joseph Schon is an American rock guitarist, songwriter, and vocalist best known for his work with the band Journey. He is the only member to have recorded on all of Journey's albums...
  
   - Guitars, Lead vocals (and mandolin on "Blackened Bacon")
• Bob Marlette
  Bob Marlette
  Bob Marlette is an American record producer, recording engineer, mixer, keyboarder and songwriter.-Musician:Bob Marlette started out as a session musician and the first album he appeared on was Al Stewart's 24 Carrots...
  
   - Keyboards
• Randy Jackson
  Randy Jackson
  Randall Darius "Randy" Jackson is an American bassist, singer, record producer, music manager, A&R executive, entrepreneur, and television personality. He is best known as a judge on American Idol and executive producer for MTV's America's Best Dance Crew...
  
   - Bass
• Steve Smith
  Steve Smith (musician)
  Steve Elliott Smith is an American drummer who has worked with hundreds of artists in his career, but is mostly known for being the drummer of the rock band Journey during their peak years of success. Modern Drummer magazine readers voted him the #1 All-Around Drummer five years in a row...
  
   - Drums, Percussion
• Omar Hakim
  Omar Hakim
  Omar Hakim is an American jazz, jazz fusion and pop music drummer.Hakim credits jazz vibraphonist Mike Mainieri with giving him his first break in 1980; Hakim appeared in a video with Mainieri called The Jazz Life and began working with singer Carly Simon through Mainieri...
  
   - Drums
• Pastiche - Background vocals on "Le Dome", "I'll Be Waiting", "I'll Cover You", "Rain's Comin' Down"
• Sheryl Crow
  Sheryl Crow
  Sheryl Suzanne Crow is an American singer-songwriter, record producer, musician, and actress. Her music incorporates elements of rock, folk, hip hop, country and pop...
  
   - Background vocals on "Smoke of the Revolution"
• Jonathan Cain
  Jonathan Cain
  Jonathan Cain is an American musician, best known for his work with The Babys, Journey and Bad English.-Early life:...
  
   - Keyboards on "Smoke of the Revolution"
• Deen Castronovo
  Deen Castronovo
  Deen Castronovo is an Italian American drummer who has played in various bands, including Kandles at Nine, Cacophony, Bad English, Journey, The Enemy, Wild Dogs, Dr. Mastermind, Hardline, Planet Us, Soul Sirkus, Social Distortion, and Black Sabbath bassist Geezer Butler's G/Z/R, as well as in...
  
   - Drums on "Smoke of the Revolution"

Production

• Bob Marlette - Producer
• Gary Wagner - Producer of "Smoke of the Revolution"
• Bob Ludwig
  Bob Ludwig
  Bob Ludwig is an American mastering engineer.He is a well known and respected figure within the music industry. His name is credited on the covers of albums released across the world, and he has won numerous awards....
  
   - Mastering
  Audio mastering
  Mastering, a form of audio post-production, is the process of preparing and transferring recorded audio from a source containing the final mix to a data storage device ; the source from which all copies will be produced...
  
  
• Tom Size - Assistant engineer