Track listing

1. "Genius of America" (Cambra, Prince) - 4:00
2. "Arms of the Enemy" (Cambra, Waybill) - 4:29
3. "Say What You Want" (Cambra, Waybill) - 4:09
4. "How Can You Live With Yourself" (Marx, Waybill) - 5:15
5. "Big Brother's Still Watching" (Lukather, Marx, Waybill) - 5:31
6. "After All You Said" (Steen, Waybill) - 4:29
7. "Fishhouse" (Cambra, Prince, Steen) - 4:38
8. "Fastest Gun Alive" (Anderson, Cambra, Steen, Waybill) - 5:05
9. "I Never Saw It Comin'" (Cambra, Waybill) - 3:19
10. "Who Names the Hurricanes" (Cambra, Prince) - 4:50
11. "It's Too Late" (Steen, Waybill) - 2:52
12. "Around the World" (Cambra, Waybill) - 4:47

Personnel

• Rick Anderson – bass
• Gary Cambra – acoustic guitar
  Acoustic guitar
  An acoustic guitar is a guitar that uses only an acoustic sound board. The air in this cavity resonates with the vibrational modes of the string and at low frequencies, which depend on the size of the box, the chamber acts like a Helmholtz resonator, increasing or decreasing the volume of the sound...
  
  , electric guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  , keyboards
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  , vocals
• Richard Marx
  Richard Marx
  Richard Noel Marx is an American adult contemporary and pop/rock singer, songwriter, musician, and record producer. He had a string of hit singles in the late 1980s and 1990s, including "Endless Summer Nights", "Right Here Waiting", "Now and Forever", and "Hazard"...
  
   – acoustic guitar, piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , strings, synthesizer bass, vocals
• Jennifer McPhee – vocals
• David Medd – vocals
• Prairie Prince
  Prairie Prince
  Prairie Prince is a rock drummer. He was a member of The Tubes and a founding member of Journey...
  
   – drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  , percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  , voices
• Roger Steen – acoustic guitar, electric guitar, vocals
• Fee Waybill
  Fee Waybill
  John Waldo Waybill , known as Fee Waybill, is the lead singer and songwriter of the band the Tubes...
  
  – vocals
• Anita Whitaker – vocals

• Mike Ainsworth – assistant engineer
• Chris Bellman – mastering
• Bob Biles – engineer
• David Bryant – assistant engineer
• Michael Cotton – concept consultant
• Bill Darm – engineer
• Annamaria DiSanto – photography
• Bill Drescher – engineer, mixing
• Rory Earnshaw – photography
• Kim Foscato – engineer
• Dave Huron – assistant engineer
• Michael Johnson – assistant engineer
• Paul Knotter – concept consultant
• Kenji Nakai – assistant engineer
• Prairie Prince – art direction, design, photography
• Ralph Provino – concept consultant
• Witold Riedel – art direction