| 1 | Terminal | Rupert Holmes | 4:18 |
| 2 | Second Saxaphone | Rupert Holmes | 4:27 |
| 3 | Studio Musician | Rupert Holmes | 3:49 |
| 4 | I Don't Want to Hold Your Hand | Rupert Holmes | 3:08 |
| 5 | Who, What, When, Where, Why | Rupert Holmes | 3:33 |
| 6 | Weekend Lover | Rupert Holmes | 3:28 |
| 7 | The Last of the Romantics | Rupert Holmes | 4:21 |
| 8 | I Don't Want to Get Over You | Rupert Holmes | 3:00 |
| 9 | Touch and Go | Rupert Holmes | 4:08 |
| 10 | Aw Shucks (It Was Nothing) | Rupert Holmes | 2:43 |
| 11 | Too Scared to Sing | Rupert Holmes | 3:24 |
| 12 | You Burned Yourself Uut | Rupert Holmes | 3:53 |
| 13 | Everything Gets Better When You're Drunk | Rupert Holmes | 2:57 |
| 14 | Rifle and Rum | Rupert Holmes | 3:17 |
| 15 | The Man Behind the Woman | Rupert Holmes | 3:51 |
| 16 | The Place Where Failure Goes | Rupert Holmes | 2:39 |
| 17 | Talk | Rupert Holmes | 3:15 |
| 18 | Annabella | Rupert Holmes | 2:35 |