Tracks:
All songs written by PFSloan and Steve Barri except where noted.
01. Only When You're Lonely - 3:07
02. Look Out Girl - 2:15
03. Ain't That Lovin' You, Baby (Ivory Joe Hunter, Clyde Otis) - 2:47
04. I've Got No More To Say - 2:47
05. I Am A Rock (Paul Simon) - 3:01
06. Lollipop Train (You Never Had It So Good) - 3:08
07. Where Were You When I Needed You - 3: 00
08. You Didn't Have To Be So Nice (John Sebastian, Steve Boone) - 2:19
09. Tell Me (You're Coming Back) (Mick Jagger, Keith Richards) - 3:23
10. You Baby - 2:20
11. This Is What I Was Made For - 2:21
12. Mr. Jones (Ballad Of A Thin Man) (Bob Dylan) - 2:53
Bonuses:
13. (These Are) Bad Times (single B-side, 1966) - 3:04
14. Tip Of My Tongue (single A- side,1967) - 2:31
15. You've Got To Hide Your Love Away (demo, previously unreleased) (John Lennon, Paul McCartney) - 2:50
16. Hitch Hike (demo, previously unreleased) (William Mickey Stevenson , Clarence Paul, Marvin Gaye) - 2:38
17. Eve Of Destruction (demo, previously unreleased) - 3:33

Personnel:
- Willie "Bill" Fulton - lead guitar, lead vocals (03,09,12-14,16 -18)
- Denny Ellis - rhythm guitar
- David Stensen - bass
- Joel Larson - drums
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- PFSloan (Phil "Flip" Sloan, Philip Gary Schlein) - lead and backing vocals, various instruments, producer
- Steve Barri (Steven Barry Lipkin) - backing vocals, various instruments, producer