| # | Title | Artist | Length |
|---|
| 1 | (What’s So Funny ’Bout) Peace, Love & Understanding | Morse Portnoy George | 4:42 |
| 2 | Lido Shuffle | Morse Portnoy George | 3:50 |
| 3 | Crazy Horses | Morse Portnoy George | 3:32 |
| 4 | Driven to Tears- producer:
- Neal Morse
- mixer:
- Jerry Guidroz
- additional horn [horns]:
- Jim Hoke
- bass:
- Randy George
- drums (drum set) [drums]:
- Mike Portnoy
- guitar and keyboard [keyboards]:
- Neal Morse
- vocals:
- Neal Morse
- cover recording of:
- Driven to Tears
- lyricist and composer:
- Sting
- publisher:
- Control (ended), EMI Blackwood Music Inc. (ended), Magnetic Publishing Ltd., Chappell Music (from 1980 to ????), Chappell Music Co. (from 1980 to ????), Virgin Music (Publishers) Ltd. (from 1980 to ????), Virgin Music, Inc. (from 1980 to ????), Virgin Publishing (from 1984 to ????), EMI Music Publishing, Ltd. (from 2003 to ????) and Songs of Universal, Inc. (from 2022-02 to present)
| Morse Portnoy George | 3:50 |
| 5 | Come Sail Away | Morse Portnoy George | 6:09 |
| 6 | Rikki Don’t Lose That Number | Morse Portnoy George | 4:03 |
| 7 | Lemons Never Forget | Morse Portnoy George | 5:45 |
| 8 | The Letter | Morse Portnoy George | 4:16 |
| 9 | I Saw the Light | Morse Portnoy George | 3:27 |
| 10 | Teacher | Morse Portnoy George | 4:37 |
| 11 | Starless | Morse Portnoy George | 12:24 |
