1 - Soul In Your Mind
Backing Vocals – Don Chaffin
Bass Guitar – Ze Gray
Guitar – Alex Rastopskin*
Keyboards, Piano – Vitalij Kuprij
Keyboards, Rhythm Guitar – Dimuti
Vocals – James LaBrie
5:44
2 - Mother Illusion
Bass Guitar – Ze Gray
Keyboards – Dimuti, Vitalij Kuprij />
Lead Vocals – Mike DiMeo
5:28
3 - Prayer Pill
Backing Vocals – Donna Macaluso, Kristen Drewes, Laura Macaluso
Bass Guitar – Ze Gray
Guitar – Alex Rastopskin*
Keyboards, Bass Guitar, Guitar – Dimuti
Vocals – Adrian Holtz
5:37
4 - Dissolved
Guitar, Bass Guitar – Larry Meyer
Keyboards – Dimuti
Vocals – Adrian Holtz
5:07
5 - Gates To Bridges
Guitar – Chris Caffery, Robert Katrikh
4:09
6 - Shimmering Gray
Guitar – Marco Sfogli
Guitar, Bass Guitar – Larry Meyer
Piano – Derrik Weiland
Vocals – Adrian Holtz*
4:47
7 - T-34
Cello – Dave Eggar
Guitar, Bouzouki – Marco Sfogli
Keyboards, Piano – Vitalij Kuprij
7:33
8 - Staring "PAIN"
Bass Guitar – Ze Gray
Guitar – Marco Sfogli
Keyboards, Acoustic Guitar – Dimuti
Vocals – Adrian Holtz
4:18
10 - Yesterday I'll Understand
Guitar – Jack Frost
Guitar, Bass Guitar – Larry Meyer
Keyboards – Marty Mallinger
Vocals – Don Chaffin
4:33
11 - Foot Under Happy Man
Backing Vocals – Don Chaffin
Bass Guitar – Randy Coven
Guitar – Larry Meyer
Horns – Jimmy "Charlie Chan" Halperin*
Vocals – John Macaluso
3:05
12 - Things We Should Not Know
Bass Guitar – Ze Gray
Flute – Kristen Drewes
Guitar – Alex Masi
Keyboards – Vitalij Kuprij
Keyboards, Acoustic Guitar – Dimuti
Vocals – Adrian Holtz
5:18
13 - Away With Words
Guitar, Bass Guitar – Alex Rastopskin
Keyboards, Vocals – Dimuti
Vocals – John Macaluso
5:48
Artwork – Javier Miranda
Co-producer [Co-produced by] – Di Muti (2) (tracks: 1,2,3,12)
Engineer – Don Chaffin, Paul LaPlaca, Robert Katrikh, Staro
Engineer [Assistant] – Rick Darby
Management – Blue Lemon Management
Mastered By – Roger Lian
Mixed By – Don Chaffin (tracks: 1,5,9,11), Nik Chinboukas
Photography – Frankie Fulleda
Producer [Produced by], Written-By, Lyrics By, Vocals [Vocal Melodies] – John Macaluso
