Track listing

1. "Trina Magna" (Popper) – 5:49
2. "Love and Greed" (Kinchla/Popper) – 4:14
3. "Letter From a Friend" (Popper/Sheehan) – 4:39
4. "Believe Me" (Kinchla/Popper) – 3:33
5. "Go Outside and Drive" (Popper) – 4:50
6. "Defense & Desire" (Popper/Sheehan) – 3:58
7. "Whoops" (Popper) – 8:17
8. "Manhattan Bridge" (Kinchla) – 2:47
9. "Love of My Life" (Popper/Samaroo) – 5:39
10. "NY Prophesie" (Kinchla/Popper/Popper) – 4:35
11. "Save His Soul" (Hill) – 3:12
12. "Bullshitter's Lament" (Popper) – 3:28 >
13. "Conquer Me" (Popper/Sheehan) – 5:09 >
14. "Fledgling" (Popper) – 7:25

Personnel

• John Popper
  John Popper
  John Popper is an American musician and songwriter.He is most famous for his role as frontman of rock band Blues Traveler performing harmonica, guitar and vocals...
  
   - Vocals, harmonica, guitar (electric and 12-string acoustic), Irish whistle, string arrangements
• Bobby Sheehan - Bass guitar
• Brendan Hill
  Brendan Hill
  Brendan Colin Charles Hill is the drummer for American jam band Blues Traveler.-History:Brendan Hill is one of the original members of Blues Traveler. In 1983, while attending school at Princeton High School in Borough of Princeton, New Jersey, Hill met Blues Traveler harmonica player John Popper...
  
   - Percussion, drums
• Chan Kinchla
  Chan Kinchla
  Chandler Kinchla, better known as Chan Kinchla, is the guitarist for jam band Blues Traveler....
  
   - Guitar (electric, acoustic, 12 string)

• Paul Shaffer
  Paul Shaffer
  Paul Allen Wood Shaffer, CM is a Canadian musician, actor, voice actor, author, comedian, and composer who has been David Letterman's sidekick since 1982.-Early years:...
  
   - Hammond Organ
  Hammond organ
  The Hammond organ is an electric organ invented by Laurens Hammond in 1934 and manufactured by the Hammond Organ Company. While the Hammond organ was originally sold to churches as a lower-cost alternative to the wind-driven pipe organ, in the 1960s and 1970s it became a standard keyboard...
  
  
• Avram Lavinsky - String arrangements

• Pamela Landrum
• Pat Bickham
• Cher Levis

• Clay Ruede
• Mitchell Stern
• Roberta Cooper
• Ronald Carbone
• Jeff Carney

Miscellanea

• "Trina Magna" is John's attempt at reconciling his view of religion.
• "Letter From a Friend" was written for Dave Graham, the son of famed music promoter Bill Graham
  Bill Graham (promoter)
  Bill Graham was an American impresario and rock concert promoter from the 1960s until his death.-Early life:...
  
   following his death in 1991.
• "Defense and Desire" is about the Nightingale Bar in Manhattan
  Manhattan
  Manhattan is the oldest and the most densely populated of the five boroughs of New York City. Located primarily on the island of Manhattan at the mouth of the Hudson River, the boundaries of the borough are identical to those of New York County, an original county of the state of New York...
  
  .
• Kyle Duke is the child featured on the album cover.
• In the liner notes, Popper is also listed as "playing" a 12-gauge shotgun and a 9 mm pistol; a gunshot is heard at the end of "Save His Soul."