| # | Title | Length |
|---|
| 1 | Better Than | 3:29 |
| 2 | Daniella | 4:18 |
| 3 | Funky Tonight | 5:28 |
| 4 | Caroline- assistant engineer:
- Jarrad Hearman
- engineer and mixer:
- Mario Caldato Jr.
- co-producer:
- Michael Barker and Shannon Birchall
- producer:
- John Butler and Mario Caldato Jr.
- acoustic guitar and lead vocals:
- John Butler (from 2004 until 2005)
- cello:
- Michelle John (from 2004 until 2005), Caerwen Martin (from 2004 until 2005) and Helen Mountfort (from 2004 until 2005)
- double bass and violin:
- Shannon Birchall (from 2004 until 2005)
- drums (drum set), glockenspiel, timpani, tubular bells and vibraphone:
- Michael Barker (from 2004 until 2005)
- viola:
- Jason Bunn (from 2004 until 2005), Erkki Veltheim (from 2004 until 2005) and Sharni Williams (from 2004 until 2005)
- violin:
- Charlotte Armstrong (from 2004 until 2005), Aaron Barnden (from 2004 until 2005), Andrea Keeble (from 2004 until 2005), Jane Mason (from 2004 until 2005), Sue Simpson (from 2004 until 2005) and Stephanie Thom (from 2004 until 2005)
- recorded at:
- Sing Sing Recording Studios in South Yarra, Melbourne, Victoria, Australia (from 2004 until 2005)
- recording of:
- Caroline (from 2004 until 2005)
- lyricist:
- John Butler
- composer:
- Shannon Birchall and John Butler
- strings arranger:
- Shannon Birchall
| 3:48 |
| 5 | Good Excuse | 3:27 |
| 6 | Used to Get High | 4:29 |
| 7 | Gov Did Nothin’- assistant engineer:
- Jarrad Hearman
- engineer and mixer:
- Mario Caldato Jr.
- co-producer:
- Michael Barker and Shannon Birchall
- producer:
- John Butler and Mario Caldato Jr.
- clarinet:
- Cam Robbins (from 2004 until 2005)
- claves, congas, cowbell, drums (drum set), marimba, mbira, other instruments, shakers, slit drum, tambourine, timpani and tubular bells:
- Michael Barker (from 2004 until 2005)
- electric bass guitar:
- Shannon Birchall (from 2004 until 2005)
- other instruments and resonator guitar [dobro] and lead vocals:
- John Butler (from 2004 until 2005)
- piano:
- Jex Saarelaht (from 2004 until 2005)
- talking drum:
- Ray Pereira (from 2004 until 2005)
- trombone:
- Ben Gillespie (from 2004 until 2005)
- trumpet:
- Eugene Ball (from 2004 until 2005)
- tuba:
- Mark Elton (from 2004 until 2005)
- Wurlitzer electric piano:
- Michael Caruana (from 2004 until 2005)
- background vocals:
- Michael Barker (from 2004 until 2005), Shannon Birchall (from 2004 until 2005) and Vika & Linda (from 2004 until 2005)
- recorded at:
- Sing Sing Recording Studios in South Yarra, Melbourne, Victoria, Australia (from 2004 until 2005)
- recording of:
- Gov Did Nothin’ (from 2004 until 2005)
- lyricist and composer:
- John Butler
| 8:05 |
| 8 | Groovin’ Slowly | 4:33 |
| 9 | Devil Running | 4:51 |
| 10 | Losing You | 3:48 |
| 11 | Nowhere Man | 3:23 |
| 12 | Fire in the Sky | 5:37 |
| 13 | Gonna Take It | 4:47 |
| 14 | Ain't That Just the Way | 5:23 |
| 15 | Good as Gone | 2:31 |
