All music, lyrics, voices, instruments and arrangements - Happy Rhodes (except as noted in credits)

1. "Hold Me" - 4:40
2. "Just Like Tivoli" - 6:04
3. "Dying" - 5:44
4. "Collective Heart" - 4:43
5. "Building the Colossus" - 4:18
6. "Omar" - 4:47
7. "Pride" - 2:39
8. "You Never Told Me" - 5:03
9. "If I Ever See the Girl Again" - 5:33
10. "Down, Down" - 6:15
11. "Big Dreams, Big Life" - 2:31
12. "Glory" - 6:00

• Produced by Happy Rhodes and Kevin Bartlett
• Engineered by Pat Tessitore at Cathedral Sound Studios, Rensselaer, NY

• Happy Rhodes:
  • Vocals, Electronic Percussion, Keyboards, Nylon String Guitar, 12-String Guitar:, Acoustic Guitar, Synth Organ
• Kevin Bartlett:
  • Electric Guitar, E-Bow Guitar, 12-String Guitar, 6-Strong Guitar, Nukelele Island Guitar, Acoustic Guitar, Electronic Percussion, Bass, Electric Bass, Synth Bass, Wacka-Wacka, Keyboards
• David Torn:
  • Electronic Guitar, Electric Guitar, Seismic Anomalic Electric Guitar, Loops, Subliminal Guitar Loop,
• Jerry Marotta:
  • Drums, Toms, Percussion
• Dave Sepowski:
  • Electric Guitar
• Chuck D'Aloia:
  • Slide Guitars, Nylon String Guitar
• Peter Sheehan:
  • Additional Percussion
• Monica Wilson:
  • Cello

Chatter in "Glory" by: Happy Rhodes, Kelly Bird, Karen Campbell, Rachael Cooper, Theresa Burns Parkhurst, Amy Abdou, Abba Rage