| A1 | | (Return To The Valley Of) Out Come The Freaks Backing Vocals – Harry* , St. Was Brothers* Lead Vocals – Harry Bowens Organ [Korg], Flute – David Was Percussion – Larry Fratangelo Piano [Acoustic], Synthesizer [Hate] – Fred Zarr Soprano Saxophone, Tenor Saxophone – David McMurray Timpani, Drums [Linn] – Don Was Trumpet [Synthetic] – Luis Resto Backing Vocals – Harry* , St. Was Brothers* Lead Vocals – Harry Bowens Organ [Korg], Flute – David Was Percussion – Larry Fratangelo Piano [Acoustic], Synthesizer [Hate] – Fred Zarr Soprano Saxophone, Tenor Saxophone – David McMurray Timpani, Drums [Linn] – Don Was Trumpet [Synthetic] – Luis Resto | 4:20 |
| A2 | | Professor Night Backing Vocals – Carol Hall , David Was , Donny Ray Mitchell* , Harry Bowens , Kathy Kosins Bass – Felix Morris Drums - Yogi Horton Drums [Simmons Toms] – Mike Smith (10) Guitar – Randy Jacobs Lead Vocals – Harry Bowens Synthesizer [Oberheim Obsx] – Don Was Synthesizer [Oberheim Obxa], Synthesizer [Moog] – Luis Resto Backing Vocals – Carol Hall , David Was , Donny Ray Mitchell* , Harry Bowens , Kathy Kosins Bass – Felix Morris Drums – Yogi Horton Drums [Simmons Toms] – Mike Smith (10) Guitar – Randy Jacobs Lead Vocals – Harry Bowens Synthesizer [Oberheim Obsx] – Don Was Synthesizer [Oberheim Obxa], Synthesizer [Moog] – Luis Resto | 4:10 |
| A3 | | The Party Broke Up Guitar – Wayne Kramer Lead Vocals, Vibraphone, Harmonica – David Was Organ [On "feelings"], Vocals [On "feelings"] – Marshall Crenshaw Synthesizer [Moog Bass], Bells [Sea Bell], Cello, Drums [Linn], Synthesizer [Emulator] – Don Was Guitar – Wayne Kramer Lead Vocals, Vibraphone, Harmonica – David Was Organ [On "feelings"], Vocals [On "feelings"] – Marshall Crenshaw Synthesizer [Moog Bass], Bells [Sea Bell], Cello, Drums [Linn], Synthesizer [Emulator] – Don Was | 2:14 |
| A4 | | Smile Backing Vocals – Carol Hall , David Was , Doug* , Fred Todd , Kathy Kosins , Lynn Halper , Rick Cioffi , Susan Borey Drums [Bass], Guitar [Rhythm], Synthesizer [Oberheim Obsx] – Don Was Guitar [2nd Lead] – Vinnie Vincent Guitar [Lead] – Marshall Crenshaw Guitar [Power Chord Guitar] – Bob Kulick Piano [Acoustic] – Luis Resto Vocals [Guest] – Doug Fieger Backing Vocals – Carol Hall , David Was , Doug* , Fred Todd , Kathy Kosins , Lynn Halper , Rick Cioffi , Susan Borey Drums [Bass], Guitar [Rhythm], Synthesizer [Oberheim Obsx] – Don Was Guitar [2nd Lead] – Vinnie Vincent Guitar [Lead] – Marshall Crenshaw Guitar [Power Chord Guitar] – Bob Kulick Piano [Acoustic] – Luis Resto Vocals [Guest] – Doug Fieger | 3:12 a.m |
| A5 | | Zaz Turned Blue Arranged By, Conductor, Piano – Mike Renzi Bass – Jay Leonhart Bells [Oberheim] – Don Was Cello – Beverley Lauridsen* Performer – String Fever Synthesizer [Emulator] – Luis Resto Viola – Jill B. Jaffe* Violin – Carol Poole-Grass* , Marin Alsop Vocals [Starring] – Mel Torme* Arranged By, Conductor, Piano – Mike Renzi Bass – Jay Leonhart Bells [Oberheim] – Don Was Cello – Beverley Lauridsen* Performer – String Fever Synthesizer [Emulator] – Luis Resto Viola – Jill B. Jaffe* Violin – Carol Poole-Grass* , Marin Alsop Vocals [Starring] – Mel Torme* | 4:18 a.m |
| B1 | | Knocked Down, Made Small (Treated Like A Rubber Ball) Arranged By [Strings And Horns] – Paul Riser Backing Vocals – Carol Hall , David Was , Donny Ray Mitchell* , Harry Bowens , Kathy Kosins Bass – Jervonny Collier Drums – Yogi Horton Guitar – Bruce Nazarian Lead Vocals – Sweet Pea Atkinson Synthesizer [Oberheim Obsx], Clavinet – Don Was Synthesizer [Oberheim Obxa] – Luis Resto Synthesizer [Prophet 5 And Moog] – John Robie Arranged By [Strings And Horns] – Paul Riser Backing Vocals – Carol Hall , David Was , Donny Ray Mitchell* , Harry Bowens , Kathy Kosins Bass – Jervonny Collier Drums – Yogi Horton Guitar – Bruce Nazarian Lead Vocals – Sweet Pea Atkinson Synthesizer [Oberheim Obsx], Clavinet – Don Was Synthesizer [Oberheim Obxa] – Luis Resto Synthesizer [Prophet 5 And Moog] – John Robie | 3:05 |
| B2 | | Bow Wow Wow Wow Backing Vocals – Carol Hall , Chris Ewen* , David Was , Kathy Kosins , Lamont Zodiac , Lynn Halper , Sweet Pea Atkinson Bass – Red Banner Drums [Simmons] – Reggie Mocambo Guitar – Bruce Nazarian , Roscoe Paradise Percussion [Bavarian Cheese Cymbal] – Tom Swift Piano [Acoustic], Organ, Synthesizer [Oberheim Obxa And Moog] – Luis Resto Saxophone – David McMurray Synthesizer [Obsx], Drums [Linn] – Don Was Vocals [Guest] – Mitch Ryder Backing Vocals – Carol Hall , Chris Ewen* , David Was , Kathy Kosins , Lamont Zodiac , Lynn Halper , Sweet Pea Atkinson Bass – Red Banner Drums [Simmons] – Reggie Mocambo Guitar – Bruce Nazarian , Roscoe Paradise Percussion [Bavarian Cheese Cymbal] – Tom Swift Piano [Acoustic], Organ, Synthesizer [Oberheim Obxa And Moog] – Luis Resto Saxophone – David McMurray Synthesizer [Obsx], Drums [Linn] – Don Was Vocals [Guest] – Mitch Ryder | 3:09 |
| B3 | | Betrayal Bass, Synthesizer [Oberheim Obsx And Emulator], Drums [Linn] – Don Was Bells [Oberheim] – Analisa Trajano Drums – Yogi Horton Flutes – David Was Guitar – Bruce Nazarian , Joe LoDuca* Piano [Acoustic] – Luis Resto Saxophone [Solo On Fade] – Branford Marsalis Saxophone [Solo] – David McMurray Vocals [Guest] – Doug Fieger Bass, Synthesizer [Oberheim Obsx And Emulator], Drums [Linn] – Don Was Bells [Oberheim] – Analisa Trajano Drums – Yogi Horton Flutes – David Was Guitar – Bruce Nazarian , Joe LoDuca* Piano [Acoustic] – Luis Resto Saxophone [Solo On Fade] – Branford Marsalis Saxophone [Solo] – David McMurray Vocals [Guest] – Doug Fieger | 3:02 |
| B4 | | Shake Your Head (Let's Go To Bed) Backing Vocals – Carol Hall , Kathy Kosins , Luis Resto , Professor Goss , Puppet Blum , Randy Jacobs Guitar – Randy Jacobs Percussion – Larry Fratangelo Saxophone – David McMurray Synthesizer [Moog Bass] – Felix Morris Synthesizer [Oberheim Obxa And Moog], Vocoder – Luis Resto Synthesizer [Oberheim Obxa], Drums [Linn], Drums [Simmons] – Don Was Vocals [Guest] – Carol Hall , Kathy Kosins , Ozzy Osbourne Backing Vocals – Carol Hall , Kathy Kosins , Luis Resto , Professor Goss , Puppet Blum , Randy Jacobs Guitar – Randy Jacobs Percussion – Larry Fratangelo Saxophone – David McMurray Synthesizer [Moog Bass] – Felix Morris Synthesizer [Oberheim Obxa And Moog], Vocoder – Luis Resto Synthesizer [Oberheim Obxa], Drums [Linn], Drums [Simmons] – Don Was Vocals [Guest] – Carol Hall , Kathy Kosins , Ozzy Osbourne | 3:52 |
| B5 | | Man Vs. The Empire Brain Building Backing Vocals – Anthony Kaczynski , Carol Hall , David McMurray , Donny Ray Mitchell* , Harry Bowens , John Sinclair (2) , Kathy Kosins , Mark J. Norton , Nikki Corvette , Pam Brown , Sweet Pea Atkinson , Valerie Ledbetter Backing Vocals [Ooh Wah Oohs] – Lori Jeri , Peter James (7) Bass, Guitar – Randy Jacobs Drums [Linn], Synthesizer [Emulator Horns], Cello, Timpani – Don Was Flute, Trumpet – David Was Lead Vocals – Ada Griffin , Carol Hall , Chris Blackwell , Felix And Jarvis* , The Was Bros* Performer [The Wasaquarium Foot Choir] – Christine Reeves , Duane Bradley , Evelyn Werner , Larry Provost , Michael Edwards , Randy Jacobs Synthesizer [Moog Bass And Oberheim Obxa], Piano [Acoustic] – Luis Resto Trumpet – Marvin "Hannibal" Peterson* Backing Vocals – Anthony Kaczynski , Carol Hall , David McMurray , Donny Ray Mitchell* , Harry Bowens , John Sinclair (2) , Kathy Kosins , Mark J. Norton , Nikki Corvette , Pam Brown , Sweet Pea Atkinson , Valerie Ledbetter Backing Vocals [Ooh Wah Oohs] – Lori Jeri , Peter James (7) Bass, Guitar – Randy Jacobs Drums [Linn], Synthesizer [Emulator Horns], Cello, Timpani – Don Was Flute, Trumpet – David Was Lead Vocals – Ada Griffin , Carol Hall , Chris Blackwell , Felix And Jarvis* , The Was Bros* Performer [The Wasaquarium Foot Choir] – Christine Reeves , Duane Bradley , Evelyn Werner , Larry Provost , Michael Edwards , Randy Jacobs Synthesizer [Moog Bass And Oberheim Obxa], Piano [Acoustic] – Luis Resto Trumpet – Marvin "Hannibal" Peterson* | 4:00 am |