1. When She's Down 3.09
2. Sleepy Head (Serene Machine) 4.00
3. Who's Been Talking? 2.45
4. It's Happened Before 3.48
5. I Wish You Were Here 3.01
6. Maria Peripatetica 3.36
7. Sounds Like Mysterious Wind 3.19
8. Reasons 3.54
9. This Hideous Place 3.12
10. (You) Don't Know What To Steal 3.47
11. You Can't Please Everybody (Sweete Reprise) 4.00
12. Married To My Lazy Life 2.24

Hot Records, #HOT1042

Released March 1993

Produced by Phil Punch and Ed Kuepper

Musicians:
Ed Kuepper - vocals, guitar
Mark Dawson - drums, percussion
Sir Alfonso - bass
Artie (17 Miles High) Sledge - guitar, bass