1. 1 A Time To Hear (Who's Listening?) 3:34
2. 2 Who's Afraid (Of Scale) 4:38
3. 3 Resonance 2:14
4. 4 Beat Box (Diverted) 8:12
5. 5 Memory Loss 1:27
6. 6 Beat Box (One Made Earlier) 2:27
7. 7 Structure 1:14
8. 8 A Time To Clear (Up) 4:19
9. 9 Beat Box (Diversion) 4:09
10. 10 The Subject Has Moved Left 1:46
11. 11 Closer (To The Edit) 6:23
12. 12 Resin 3:20

From June 24 through September 30, 1999, purchasers of the US 2xCD of [r=31302] from certain retailers were offered the opportunity to order a special custom-burned, individually numbered, Art of Noise compilation CD-R in a promotion arranged with digital music distributor amplified.com. The discs began shipping after the June 29 release of the album. Three album titles were available to choose from: 'Bashful', 'Belief System' or 'An Extra Pulse Of Beauty', each with its own insert and tray inlay design. Initially, purchasers had to select from 5 to 10 of the twelve available tracks, most of which were from the band's original ZTT recording sessions, and many of which were previously unreleased. Because the tracks were selected by the customers, the track order varied from disc to disc. Toward the end of the promotion, the track limit was raised to 12, and then the distributors just began burning all 12 of the tracks on every disc, regardless of what was selected. Artist on tray inlay: art of noise Artist on disc face: theartofnoise