1        Take It All Out On You
Written-By – Bruce Robison, Mas Palermo*
2:33
2        Heaven's Just A Sin Away
Written-By – Jerry Gillespie
2:30
3        One More Night
Written-By – Charlie Robison, Mas Palermo*
3:17
4        That'll Be Me
Mandolin – Michael Henderson*
Written-By – Kevin Welch
4:23
5        Whatever Way The Wind Blows
Vocals – Kevin Welch
Written-By – Marshall Crenshaw
3:23
6        Get Real
Bass – Michael Rhodes
Piano, Organ, Acoustic Guitar, Electric Guitar, Percussion – John Leventhal
Producer – John Leventhal
Recorded By – Scott Ansel*
Recorded By [Assisted By] – Chris Theis
Written-By – John Leventhal, Kelly Willis
2:56
7        I Know Better Now
Written-By – Jim Lauderdale
3:48
8        Up All Night
Acoustic Guitar – Richard Bennett
Written-By – Libby Dwyer
4:06
9        World Without You
Written-By – Kelly Willis, Paul Kennerley
3:17
10        Shadows Of Love
Bass – Don Was
Piano, Organ, Acoustic Guitar, Electric Guitar, Percussion – John Leventhal
Recorded By – Scott Ansel*
Recorded By [Assisted By] – Chris Theis
Written-By – John Leventhal, Kelly Willis
4:02