1 Too Late
2 Who Did You Love
3 Anyway You Want
4 Memories
5 Fall
6 Madness
7 Fly Bass Guitar, Backing Vocals – Jeff Nystrom, Mike St. Louis (tracks: 1, 2)
Drums, Lead Vocals – John Chenier
Guitar, Lead Vocals – Ron Chenier
Piano, Synthesizer [Moog, String Synthesizer], Backing Vocals – Edmund Eagan