| A1 |  | Extraordinary Machine 
Marimba, Arranged By [Orchestra] - Jon Brion Producer - Jon Brion Recorded By - Tom Biller 
Marimba, Arranged By [Orchestra] - Jon Brion Producer - Jon Brion Recorded By - Tom Biller | 3:44 | 
| A2 |  | Get Him Back 
Bass [Moog] - Mike Elizondo Drums - Ahmir '?uestlove' Thompson Keyboards - Keefus Ciancia 
Bass [Moog] - Mike Elizondo Drums - Ahmir '?uestlove' Thompson Keyboards - Keefus Ciancia | 5:25 | 
| A3 |  | O' Sailor 
Bass - Mike Elizondo Drums - Abe Laboriel Jr.* Flute - Glenn Berger* Keyboards [Yahama Portasound & 360 Systems] - Jebin Bruni Piano [Tack], Organ [Pump, Farfisa], Vibraphone, Clavinet, Keyboards [Chamberlin], Other [Arp String Ensemble] - Zac Rae 
Bass - Mike Elizondo Drums - Abe Laboriel Jr.* Flute - Glenn Berger* Keyboards [Yahama Portasound & 360 Systems] - Jebin Bruni Piano [Tack], Organ [Pump, Farfisa], Vibraphone, Clavinet, Keyboards [Chamberlin], Other [Arp String Ensemble] - Zac Rae | 5:36 | 
| B1 |  | Better Version Of Me 
Bass - Mike Elizondo Drums, Percussion - Abe Laboriel Jr.* Guitar, Keyboards - Brian Kehew Keyboards [Chamberlin & 360 Systems] - Jebin Bruni Organ [Farfisa, Optigan] - Zac Rae Saxophone - Glenn Berger* Trombone - George Thatcher Trumpet, Arranged By [Horns] - John Daversa 
Bass - Mike Elizondo Drums, Percussion - Abe Laboriel Jr.* Guitar, Keyboards - Brian Kehew Keyboards [Chamberlin & 360 Systems] - Jebin Bruni Organ [Farfisa, Optigan] - Zac Rae Saxophone - Glenn Berger* Trombone - George Thatcher Trumpet, Arranged By [Horns] - John Daversa | 3:00 | 
| B2 |  | Tymps (The Sick In The Head Song) 
Bass, Mellotron, Clavinet [Fuzz], Drum Programming - Mike Elizondo Drums - Abe Laboriel Jr.* Keyboards [Chamberlin] - Jebin Bruni Marimba, Vibraphone, Organ [Wurlitzer, Optigan], Clavinet, Celesta, Piano [Tack], Zither [Marxophone] - Zac Rae 
Bass, Mellotron, Clavinet [Fuzz], Drum Programming - Mike Elizondo Drums - Abe Laboriel Jr.* Keyboards [Chamberlin] - Jebin Bruni Marimba, Vibraphone, Organ [Wurlitzer, Optigan], Clavinet, Celesta, Piano [Tack], Zither [Marxophone] - Zac Rae | 4:04 | 
| B3 |  | Parting Gift | 3:35 | 
| C1 |  | Window 
Bass, Clavinet, Programmed By - Mike Elizondo Drums, Programmed By - Abe Laboriel Jr.* Keyboards - Dave Palmer, Roger Joseph Manning Jr. Saxophone - Glenn Berger* Trombone - George Thatcher Trumpet, Arranged By [Horns] - John Daversa 
Bass, Clavinet, Programmed By - Mike Elizondo Drums, Programmed By - Abe Laboriel Jr.* Keyboards - Dave Palmer, Roger Joseph Manning Jr. Saxophone - Glenn Berger* Trombone - George Thatcher Trumpet, Arranged By [Horns] - John Daversa | 5:32 | 
| C2 |  | Oh Well 
Bass [Moog] - Mike Elizondo Drums - Abe Laboriel Jr.* French Horn - Brad Warnaar Guitar - Brian Kehew Keyboards - Dave Palmer, Roger Joseph Manning Jr. Organ [Pump] - Zac Rae 
Bass [Moog] - Mike Elizondo Drums - Abe Laboriel Jr.* French Horn - Brad Warnaar Guitar - Brian Kehew Keyboards - Dave Palmer, Roger Joseph Manning Jr. Organ [Pump] - Zac Rae | 3:41 | 
| C3 |  | Please Please Please 
Bass, Guitar - Mike Elizondo Drums - Abe Laboriel Jr.* Guitar [Fuzz] - Brian Kehew Organ [Wurlitzer], Vibraphone, Keyboards - Zac Rae 
Bass, Guitar - Mike Elizondo Drums - Abe Laboriel Jr.* Guitar [Fuzz] - Brian Kehew Organ [Wurlitzer], Vibraphone, Keyboards - Zac Rae | 3:34 | 
| D1 |  | Red Red Red 
Bass [Upright, Moog] - Mike Elizondo Drums - Abe Laboriel Jr.* Guitar, Organ [Farfisa] - Brian Kehew Keyboards - Jebin Bruni 
Bass [Upright, Moog] - Mike Elizondo Drums - Abe Laboriel Jr.* Guitar, Organ [Farfisa] - Brian Kehew Keyboards - Jebin Bruni | 4:08 | 
| D2 |  | Not About Love 
Bass [Moog] - Mike Elizondo Drums - Ahmir '?uestlove' Thompson Guitar - Brian Kehew 
Bass [Moog] - Mike Elizondo Drums - Ahmir '?uestlove' Thompson Guitar - Brian Kehew | 4:19 | 
| D3 |  | Waltz (Better Than Fine) 
Arranged By [Orchestra] - Patrick Warren Bass - Jon Brion Drums - Jim Keltner Organ - Benmont Tench Producer - Jon Brion Recorded By - Tom Biller 
Arranged By [Orchestra] - Patrick Warren Bass - Jon Brion Drums - Jim Keltner Organ - Benmont Tench Producer - Jon Brion Recorded By - Tom Biller | 3:46 |