All songs written by Marshall Crenshaw, except where noted.
- "Right on Time" – 4:50
- "Passing Through" (Crenshaw, Kelley Ryan) – 3:22
- "Someone Told Me" – 4:29
- "Stormy River" (Crenshaw, Richard Julian) – 5:02
- "Gasoline Baby" – 1:49
- "Never Coming Down" – 3:38
- "Long Hard Road" – 3:09
- "Jaggedland" – 2:41
- "Sunday Blues" – 4:13
- "Just Snap Your Fingers" (Crenshaw, Ryan) – 3:40
- "Eventually" – 4:07
- "Live and Learn" (Crenshaw, Matt Bair, Dan Bern) – 5:27
- Marshall Crenshaw - vocals, guitar, bass, drums, percussion, keyboards
- Jim Keltner – drums, percussion
- Sebastian Steinberg – bass
- Greg Leisz – steel guitar, dobro, bass
- Emil Richards – vibraphone, tambourine
- Mike Viola – background vocals
- Wayne Kramer – guitar
- Diego Voglino – drums
- Jason Crigler – slide guitar
- Ben Rubin – bass
- Rob Morseburger – keyboards
- Deborah Assael – cello
- Sarah Worden – viola, violin
- Todd Chalfant - Photography