Tutte le canzoni sono di John Frusciante

01. Carvel
John - Lead & backing vocals, acoustic guitar, synth bass, Mellotron flutes, Mellotron strings, Doepfer A100, Moog Voyager Josh - Electric guitar, synth strings, Moog Voyager Chad - Drum kit

02. Omission
John - Lead & backing vocals, Acoustic & electric guitars, melodica Josh - Lead & backing vocals, bass, synth strings, Mellotron choir Chad - Drum kit, percussion

03. Regret
John - Lead vocals, acoustic guitar, Mellotron strings, Doepfer A100, vocal treatments Josh - Bass, Nord synths, Mellotron strings Chad - Drum kit Charlie Clouser - String progamming

04. Ricky
John - Lead & backing vocals, acoustic guitar, bass, Doepfer A100 Josh - Nord synths, Mellotron horns, backing vocals Chad - Drum kit, percussion

05. Second Walk
John - Lead vocals, electric guitars Josh - Bass Chad - Drum kit

06. Everyperson
John - Lead & backing vocals, acoustic & electric guitars, piano Josh - Mellotron horns, Casio SK-1

07. - 00 Ghost 27
John - Doepfer A100 Josh - Mellotron choir

08. Wednesday's Song
John - Lead & backing vocals, acoustic guitar, Moog Voyager, synth voices/strings Josh - Bass, piano Chad - Drum kit, percussion

09. This Cold
John - Lead vocals, electric guitars, bass Chad - Drum kit

10. Failure 33 Object
John - Doepfer A100

11. Song To Sing When I'm Lonely
John - Lead & backing vocals, acoustic & electric guitars, Doepfer A100 Josh - Bass, backing vocals Chad - Drum kit

12. Time Goes Back
John - Lead & backing vocals, electric guitars, bass, Mellotron flutes Josh - Electric guitar, organ Chad - Drum kit

13. In Relief
John - Lead & backing vocals, acoustic guitar, Moog Voyager Josh - Bass, Moog Voyager, Mellotron strings, drums, percussion Chad - Drum kit

14. Water
John - Lead & backing vocals, electric guitars, Doepfer A100 Josh - Bass Chad - Drum kit

15. Cut Out
John - Lead & backing vocals, acoustic & electric guitars, Doepfer A100, Nord synth Josh - Bass, Nord synths, synth strings, electric guitar, backing vocals Chad - Drum kit

16. Chances
John - Lead & backing vocals, electric guitar, Josh - Bass, synth strings, backing vocals, keyboard oboe Chad - Drum kit, percussion Omar Rodriguez - Slide guitar

17. 23 Go Into End
John - Doepfer A100, Moog Voyager Josh - Nord synth, piano, Mellotron flutes, Moog Voyager Omar Rodriguez - Slide guitar

18. The Slaughter
John - Lead & backing vocals, acoustic guitars, Doepfer A100 Josh - Arp string ensamble, electric guitar, Chamberlain, Keyboard horns, typmany, Synare, vocoder, backing vocals Flea - Double bass Ryan Hewitt - Drum progaming, punching

19. Of Before (Japan only bonus track)
John - Lead & backing vocals, electric guitar Chad - Drums Greg Kurstin - Wuritzer piano

Note: Quarto album da solista di John, si fa apprezzare notevolmente per una produzione molto "peppersiana". La versione giapponese ha come bonus track Of Before.