| # | Title | Artist | Rating | Length |
|---|
| 1 | Just Like You | Babble | | 5:41 |
| 2 | Love Has No Name | Babble | | 5:35 |
| 3 | Come Down | Babble | | 5:35 |
| 4 | Into Ether | Babble | | 6:47 |
| 5 | Let There Be Light | Mike Oldfield | 3.8 | 4:58 |
| 6 | Oceana | Mike Oldfield | 3.35 | 3:21 |
| 7 | Lament for Atlantis | Mike Oldfield | 3 | 2:44 |
| 8 | Hibernaculum | Mike Oldfield | 3.65 | 3:36 |
| 9 | Sweetheart (Ben Grosse remix) | Penelope Houston | | 4:00 |
| 10 | Qualities of Mercy | Penelope Houston | | 4:24 |
| 11 | Glad I'm a Girl | Penelope Houston | | 2:53 |
| 12 | Cut You | Penelope Houston | | 3:39 |
| 13 | This Is Where It Ends | Barenaked Ladies | | 2:53 |
| 14 | When I Fall- additional recording engineer:
- Robin Billinton (from 1995-04 until 1995-07)
- assistant recording engineer:
- Jeff Elliott (from 1995-04 until 1995-07), Tom Heron (from 1995-04 until 1995-07) and Dale Morningstar (from 1995-04 until 1995-07)
- recording engineer and mixer:
- Michael Phillip Wojewoda (from 1995-04 until 1995-07)
- producer:
- Barenaked Ladies (from 1995-04 until 1995-07) and Michael Phillip Wojewoda (from 1995-04 until 1995-07)
- acoustic guitar, electric guitar and lead vocals:
- Ed Robertson (from 1995-04 until 1995-07)
- double bass:
- Jim Creeggan (from 1995-04 until 1995-07)
- drums (drum set):
- Tyler Stewart (from 1995-04 until 1995-07)
- tambourine:
- MPW (from 1995-04 until 1995-07)
- background vocals [BGs]:
- Jim Creeggan (from 1995-04 until 1995-07), MPW (from 1995-04 until 1995-07), Steven Page (from 1995-04 until 1995-07) and Tyler Stewart (from 1995-04 until 1995-07)
- instruments technician:
- John Farnsworth (from 1995-04 until 1995-07)
- recorded at and mixed at:
- Manta / Eastern Sound in Toronto, Ontario, Canada (from 1995-04 until 1995-07), Reaction Studios in Toronto, Ontario, Canada (from 1995-04 until 1995-07) and The Gas Station in Toronto, Ontario, Canada (from 1995-04 until 1995-07)
- recording of:
- When I Fall (from 1995-04 until 1995-07)
- lyricist:
- Steven Page and Ed Robertson
- composer:
- Ed Robertson
- publisher:
- Baked Cheddar (in 1995), Treat Baker Music Inc. (in 1995) and WB Music Corp. (in 1995)
| Barenaked Ladies | 3 | 4:02 |
| 15 | Shoe Box- additional recording engineer:
- Robin Billinton (from 1995-04 until 1995-07)
- assistant recording engineer:
- Jeff Elliott (from 1995-04 until 1995-07), Tom Heron (from 1995-04 until 1995-07) and Dale Morningstar (from 1995-04 until 1995-07)
- recording engineer and mixer:
- Michael Phillip Wojewoda (from 1995-04 until 1995-07)
- producer:
- Barenaked Ladies (from 1995-04 until 1995-07) and Michael Phillip Wojewoda (from 1995-04 until 1995-07)
- acoustic guitar:
- Ed Robertson
- double bass:
- Jim Creeggan (from 1995-04 until 1995-07)
- drums (drum set), tambourine and xylophone:
- Tyler Stewart (from 1995-04 until 1995-07)
- electric guitar and lead vocals:
- Steven Page (from 1995-04 until 1995-07)
- background vocals [BGs]:
- Jim Creeggan (from 1995-04 until 1995-07), MPW (from 1995-04 until 1995-07), Ed Robertson (from 1995-04 until 1995-07) and Tyler Stewart (from 1995-04 until 1995-07)
- instruments technician:
- John Farnsworth (from 1995-04 until 1995-07)
- recorded at and mixed at:
- Manta / Eastern Sound in Toronto, Ontario, Canada (from 1995-04 until 1995-07), Reaction Studios in Toronto, Ontario, Canada (from 1995-04 until 1995-07) and The Gas Station in Toronto, Ontario, Canada (from 1995-04 until 1995-07)
- recording of:
- Shoe Box (from 1995-04 until 1995-07)
- lyricist:
- Steven Page and Ed Robertson
- composer:
- Steven Page
- publisher:
- Baked Cheddar (in 1995) and WB Music Corp. (in 1995)
| Barenaked Ladies | 4 | 2:54 |
| 16 | The Old Apartment | Barenaked Ladies | | 3:28 |
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