| A1 | Spinnin' | 2:37 |
| A2 | Bitter Pill | 2:49 |
| A3 | Veil Of Tears | 4:06 |
| A4 | Nice Guys (Don't Get Paid) | 4:45 |
| A5 | Something Out Of Nothing | 3:15 |
| A6 | Gullible's Travels | 4:18 |
| B1 | Brand New Shine | 3:15 |
| B2 | Easy Street | 3:34 |
| B3 | Grounded | 3:17 |
| B4 | Be On Your Way | 3:01 |
| B5 | We 3 | 4:08 |
| B6 | All The King's Friends | 3:09 |
- Art Direction – Richard Frankel
- Drums – Grant Young (2)
- Electric Bass, Double Bass [Upright] – Karl Mueller
- Engineer [Assistant; A&m] – Chad Munsey, Randy Wine
- Engineer [Assistant; Electric Lady] – Ed Korengo
- Engineer [Assistant; Hit Factory] – Rich Travali
- Engineer [Assistant; House Of Music] – Mike Weisinger
- Engineer [Assistant; Mobile] – Andrew Vastola, Gary Long
- Engineer [Assistant; Pachyderm Discs] – Dave Kent, Eric Anderson (2), Mark Wolk
- Engineer [Assistant; Sunset Sound] – Tom Nellens*
- Guitar, Vocals – Daniel Murphy
- Guitar, Vocals, Piano, Organ – David Pirner
- Mastered By – Greg Calbi
- Other [Larger Than Life Tune Up] – Arte Smith
- Photography By – Tom Berthiaume
- Producer – Steve Jordan
- Producer [Associate], Recorded By, Mixed By – Joe Blaney
- Recorded By [Additional] – Jonathan Akre
- Written-By – Dave Pirner* (tracks: A1 to A5, B1 to B6)
Tracked Live with the Record Plant Mobile Unit At The Chaplin Soundstage and Soundworks West and at A&M Studios, Los Angeles, California.
Additional Recording: Pachyderm Discs, Cannon Falls, Minnesota and Sunset Sound Factory, Los Angeles, California.
Mixed at The Electric Lady, New York, New York, House Of Music, West Orange, New Jersey and The Hit Factory, New York.
Mastered at Sterling Sound.
Program One (21:50)
Program Two (20:24)
℗&© 1990 A&M Records, Inc.
"We 3" was featured in the film "Chasing Amy"
*no item for SP 5317*
JB
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