| Robert Parissi | - | lead guitar, lead vocals |
| Allen Wentz | - | bass, synthesizer, vocals |
| Ronald Beitle | - | drums, vocals |
| Mark Avsec | - | keyboards |
| Bryan Bassett | - | lead guitar, vocals |
| 1) | BABY DON'T YOU KNOW (R. Parissi) | |
| 2) | ARE YOU BOOGIEING AROUND ON YOUR DADDY (R. Parissi) | |
| 3) | DANCIN' MUSIC BAND (R. Parissi) | |
| 4) | PUT YOURSELF IN MY SHOES (R. Parissi)
| |
| 5) | CLOSEST THING TO MY MIND (R. Parissi) | |
| 6) | ELECTRIFIED FUNK (R. Parissi) | |
| 7) | HOLE IN THE WALL (R. Parissi) | |
| 8) | HOT TO TROT (R. Parissi) | |
| 9) | HOLD ON(WITH STRINGS) (R. Parissi) | |
| 10) | IT'S ALL UP TO YOU (M. Zager, A. Fields) |