| 1 | It Didn't Matter Mixed By – The Valentine Brothers Written-By – Talbot*, Weller* Mixed By – The Valentine Brothers Written-By – Talbot*, Weller* | 5:46 | |
| 2 | Right To Go Mixed By – Jezar Percussion – Steve Sidelnyk Rap [Rappin'] – The Dynamic Three* Written-By – Weller*, White*, Dynamic Three* Mixed By – Jezar Percussion – Steve Sidelnyk Rap [Rappin'] – The Dynamic Three* Written-By – Weller*, White*, Dynamic Three* | 5:15 | |
| 3 | Heavens Above Bass – Camelle Hinds Congas – Steve Sidelnyk Mixed By – Matthew Kasha Saxophone – Billy Chapman Violin [Solo] – Anne Stephenson Written-By – Weller* Bass – Camelle Hinds Congas – Steve Sidelnyk Mixed By – Matthew Kasha Saxophone – Billy Chapman Violin [Solo] – Anne Stephenson Written-By – Weller* | 6:14 | |
| 4 | Fairy Tales Congas, Percussion – Steve Sidelnyk Mixed By – Curtis Mayfield Percussion – Steve Sidelnyk Trombone – Ashley Slater, Chris Lawrence, Pete Thams Trumpet – Guy Barker, Luke Tunney, Roddy Lorimer Written-By – Weller* Congas, Percussion – Steve Sidelnyk Mixed By – Curtis Mayfield Percussion – Steve Sidelnyk Trombone – Ashley Slater, Chris Lawrence, Pete Thams Trumpet – Guy Barker, Luke Tunney, Roddy Lorimer Written-By – Weller* | 4:12 | |
| 5 | Angel Bass – Camelle Hinds Mixed By – The Valentine Brothers Written-By – Morten*, Griffen*, Sully* Bass – Camelle Hinds Mixed By – The Valentine Brothers Written-By – Morten*, Griffen*, Sully* | 4:15 | |
| 6 | Walking The Night Backing Vocals – John Valentine (2) Bass – Camelle Hinds Flugelhorn [Solo] – Guy Barker Mixed By – Carl Beatty Trombone – Ashley Slater, Chris Lawrence, Pete Thams Trumpet, Flugelhorn – Guy Barker, Luke Tunney, Roddy Lorimer Written-By – Talbot*, Weller* Backing Vocals – John Valentine (2) Bass – Camelle Hinds Flugelhorn [Solo] – Guy Barker Mixed By – Carl Beatty Trombone – Ashley Slater, Chris Lawrence, Pete Thams Trumpet, Flugelhorn – Guy Barker, Luke Tunney, Roddy Lorimer Written-By – Talbot*, Weller* | 4:34 | |
| 7 | Waiting Mixed By – John Valentine (2) Written-By – Weller* Mixed By – John Valentine (2) Written-By – Weller* | 4:30 | |
| 8 | The Cost Of Loving Mixed By – Alan Leeming Written-By – Weller* Mixed By – Alan Leeming Written-By – Weller* | 4:22 | |
| 9 | A Woman's Song Written-By [Uncredited] – Weller* Written-By [Uncredited] – Weller* | 3:02 |
