All songs written by Juliana Hatfield

1. "Hotels" – 5:02
2. "Get In Line" – 3:19
3. "Oh" – 3:14
4. "Necessito" – 3:11
5. "Somebody Is Waiting For Me" – 3:13
6. "Rats in the Attic" – 3:24
7. "Choose Drugs" – 3:15
8. "Ten-Foot Pole" – 2:39
9. "My Sister" – 3:38
10. "Down On Me" – 2:56
11. "My Protégée" – 4:10
12. "Slow Motion / Because We Love You" – 6:29

Tracks 1,4,5,6 recorded at Paradise Rock Club, Boston, 2005.

Tracks 2,10,11 recorded at Pearl Street, Northampton, 2005.

Track 3 recorded at Avalon, Boston, 2005.

Tracks 7,8 recorded at Orpheum Theater, Boston, 2002.

Tracks 9,12 recorded at Maxwell's, Hoboken, 2005.

Musicians

• Juliana Hatfield - vocals, guitar
• Ed Velauskas - bass, backing vocals
• Pete Caldes - drums

Production

• Tom Dube - recording, mixing