1. 1 A Beaten Dog Beneath The Hail 5:06
2. 2 Down In The Happy Zone 3:14
3. 3 Every Third Thought 4:58
4. 4 Blue Wires 4:50
5. 5 Paul Has An Emotional Uncle 5:47
6. 6 Six To Four To Three 2:58
7. 7 Of All Possible Worlds… Pt. II 4:59
8. 8 The Violent Misery Of Everything Lost 5:17
9. 9 A World Reduced To Zero 5:12
10. 10 Safe 4:29
11. 11 III 5:38
12. 12 112 Greene Street 5:19
13. 13 Thunder Ain't Rain 5:09

• 5:41 The Grassy Knoll - III
• 5:02 The Grassy Knoll - Every Third Thought

Packaging: white plastic Digipak with a monogrammed elastic. Recorded and mixed at Greene Street Recording, New York City Mastering at Bernie Grundman's, Los Angeles All tracks published by Grassy Nolan Publishing Cover painting: Untitled, 1960, oil on canvas, 69 x 50 ⅛ in. © 1998 Kate Rothko Prizel and Christopher Rothko / Artists Rights Society (ARS), NY. Thurston Moore appears courtesy of [[label:165962]] ℗ 1998 PolyGram Records, Inc. © 1998 PolyGram Records, Inc. Manufactured and marketed by Verve Records Printed in USA