| 1 | Carousel Choir – Capital Children's Choir Mellotron – Steve Osborne Percussion – Patrick Hallahan Choir – Capital Children's Choir Mellotron – Steve Osborne Percussion – Patrick Hallahan | 3:17 | |
| 2 | I Don't Want To Be A Bride Choir – Capital Children's Choir Piano, Organ [Hammond] – Steve Osborne Written-By – Ari Ingber, Steve Osborne Choir – Capital Children's Choir Piano, Organ [Hammond] – Steve Osborne Written-By – Ari Ingber, Steve Osborne | 4:01 | |
| 3 | London | 4:17 | |
| 4 | Fairweather Friend Choir – Capital Children's Choir Choir – Capital Children's Choir | 3:55 | |
| 5 | Hear The Bells Choir – Capital Children's Choir Percussion, Mellotron – Steve Osborne Choir – Capital Children's Choir Percussion, Mellotron – Steve Osborne | 3:44 | |
| 6 | Dear California Drums, Percussion – Damian Johnson Synthesizer [Moog] – Steve Osborne Written-By – Ari Ingber Drums, Percussion – Damian Johnson Synthesizer [Moog] – Steve Osborne Written-By – Ari Ingber | 3:19 | |
| 7 | Tall Tales For Spring | 4:30 | |
| 8 | Get Good | 3:54 | |
| 9 | The Marching Line French Horn – Richard Ashton Harmonium – Vanessa Carlton Timpani, Snare [Drum] – Isaac Jones (4) Trombone – Trevor Mires Tuba – Richard Henry French Horn – Richard Ashton Harmonium – Vanessa Carlton Timpani, Snare [Drum] – Isaac Jones (4) Trombone – Trevor Mires Tuba – Richard Henry | 3:30 | |
| 10 | In The End Guitar [Ambient] – Steve Osborne Guitar [Ambient] – Steve Osborne | 2:53 |
