1. Desperation #5
2. Barbarella
3. About Nothing
4. Where's the Man
5. Divider
6. Cool Kiss
7. The Date
8. Son
9. Jimmy Was a Stimulator
10. Lady, Your Roof Brings Me Down
11. Mockingbird Girl
12. Opposite Octave Reaction
Scott Weiland - lead vocals, beatbox, guitar, keyboards, piano, bass, synthesized bass, drum loops
Tracy Chisolm - theremin
Blair Lamb - beatbox
Holly Reiger - guitars
Jeff Nolan, Zander Schloss - guitars
Sheryl Crow - accordion
Brad Mehldau - piano
Peter DiStefano - guitars, bass
Victor Indrizzo - vocals, guitar, piano, keyboards, bass, drums
Daniel Lanois - synthesizers
Tony Castaneda - guitars, bass
Martyn LeNoble - bass, cello
Michael Weiland - drums, percussion, drum loops
Suzie Katayama - cello
Novi Novog - viola
Joel Derouin, Robin Lorentz - violin