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| A1 | All The Same | |
| A2 | The Golden Egg | |
| A3 | The Skeleton | |
| A4 | The Star You Left Behind | |
| A5 | Empty Words | |
| B1 | Under A Cloud | |
| B2 | Me & My Head | |
| B3 | Two By Two | |
| B4 | It Don't Mean Nothing | |
| B5 | Bon Voyage | |
| B6 | Smile | |
| C1 | Birds | |
| C2 | A Fable With No Moral | |
| C3 | Let's Just Go |
Bass – Elliott Smith (1, 5, 8)
Producer – Larry Crane (2 to 12, 14)
Producer – Quasi
Producer – Larry Crane (2 to 12, 14)
Producer – Quasi
Issued with insert.
Side D is blank.
Side D is blank.
Barcode – 5034202006916