Track listing

1. "Inertia" – 4:37 (Sherinian/Phillips)
2. "Frankenstein" – 3:31 (Edgar Winter
   Edgar Winter
   Edgar Holland Winter is an American musician. He is famous for being a multi-instrumentalist. He is a highly skilled keyboardist, saxophonist and percussionist. He often plays an instrument while singing. He was most successful in the 1970s with his band, The Edgar Winter Group, notably with their...
   
    cover
   Cover version
   In popular music, a cover version or cover song, or simply cover, is a new performance or recording of a contemporary or previously recorded, commercially released song or popular song...
   
   )
3. "Mata Hari" – 6:33 (Sherinian/Phillips/Franklin)
4. "Evel Kneivel" – 4:22 (Sherinian)
5. "La Pera Loca" – 5:04 (Sherinian/Phillips)
6. "Goodbye Porkpie Hat" – 6:44 (Charles Mingus
   Charles Mingus
   Charles Mingus Jr. was an American jazz musician, composer, bandleader, and civil rights activist.Mingus's compositions retained the hot and soulful feel of hard bop and drew heavily from black gospel music while sometimes drawing on elements of Third stream, free jazz, and classical music...
   
    cover
   Cover version
   In popular music, a cover version or cover song, or simply cover, is a new performance or recording of a contemporary or previously recorded, commercially released song or popular song...
   
   )
7. "Astroglide" – 4:35 (Phillips/Sherinian)
8. "What a Shame" – 5:07 (Sherinian/Pitrelli)
9. "Rhapsody Intro" – 1:41 (Sherinian/Donati)
10. "Rhapsody in Black" – 6:20 (Donati/Sherinian)

Musicians

• Derek Sherinian
  Derek Sherinian
  Derek Sherinian is a rock keyboardist who has toured and recorded for Alice Cooper, Billy Idol, Yngwie Malmsteen, Kiss, and Alice In Chains. He was also a member of Dream Theater and is the founder of the instrumental metal-fusion band Planet X...
  
   - all keyboards
• Steve Lukather
  Steve Lukather
  Steve "Luke" Lukather is an American guitarist, singer, songwriter, arranger, and record producer best known for his work with the rock band Toto. Lukather has played with many artists, released several solo albums, and worked as a composer, arranger, and session guitarist on more than 1,500 albums...
  
   - guitar on tracks 1, 3, 5, 6, 8, 9, and 10
• Simon Phillips
  Simon Phillips
  Simon Phillips is an English jazz, pop and rock drummer.-Career:Phillips began to play professionally at the age of twelve in his father's Dixieland band for four years. He was then offered the chance to play in the musical Jesus Christ Superstar...
  
   - drums
• Jerry Goodman
  Jerry Goodman
  Jerry Goodman is an American violinist best known for playing electric violin in the bands The Flock and the jazz fusion Mahavishnu Orchestra. Goodman actually began his musical career as The Flock's roadie before joining the band on violin. Trained in the conservatory, both of his parents were...
  
   - electric violin on tracks 1 and 7
• Tom Kennedy - bass on tracks 1, 6, and 10
• Zakk Wylde
  Zakk Wylde
  Zachary Phillip Wylde , best known by the stage name Zakk Wylde, is an American musician, songwriter, and occasional actor who is best known as the former guitarist for Ozzy Osbourne and founder of the heavy metal band Black Label Society. He was the lead guitarist and vocalist in Pride & Glory,...
  
   - guitar on tracks 2, 4, and 8
• Tony Franklin
  Tony Franklin (musician)
  Anthony James "Tony" Franklin is an English rock musician, best known for his work on the fretless bass guitar with Roy Harper, The Firm, Jimmy Page, John Sykes' Blue Murder, Whitesnake and briefly, with Quiet Riot.-Fretless bass:...
  
   - bass guitar on tracks 2, 3, 4, and 8
• Jimmy Johnson
  Jimmy Johnson (bassist)
  Jimmy Johnson is an American bass guitarist best known for his work with James Taylor, Allan Holdsworth, Lee Ritenour and Flim & the BB's...
  
  - bass guitar on tracks 5 and 7