Track listing

1. "When You Give Your Love to Me" - 3:20
2. "Goodness Gracious" - 4:08
3. "Joytown" - 4:53
4. "Waiting" - 5:05
5. "Tea for One" - 5:49
6. "Shadow Self" - 6:66
7. "The Tears of Audrey" - 4:47
8. "Shrug (Because of Me and You)" - 3:54
9. "All Fall Down" - 5:35
10. "Song for a Dead Friend" - 5:56

1. "Kashmir" - 4:29
2. "Goodness Gracious (thud version)" - 4:09
3. "Waiting (the other version)" - 5:44
4. "Joytown (Recorded Live and Acoustic for Westwood One Radio)" - 5:30
5. "Shadow Self (Alternate Version)" - 7:47

Personnel

• Kevin Gilbert - vocals, keyboards, guitars, bass , drums (5, 7), cello
• Bill Bottrell
  Bill Bottrell
  Bill Bottrell is an American record producer, songwriter and musician, probably best known for his Grammy Award-winning collaborations with Michael Jackson, E.L.O. and Sheryl Crow.- Biography :...
  
   - backing vocals, guitar (3), pedal steel guitar (7)
• Brian MacLeod - drums, percussion
• Dan Schwartz - bass (1, 3, 7, 8)
• Robert Ferris - backing vocals (4, 6)
• Skip Waring, Toby Holmes, Jay Mueller and Bruce Friedman - brass section (9)