01 - State Of Independence (Jon Anderson & Vangelis)
02 - Listen (Joe Middler & Christie Patel)
03 - My Life Is Mine (Joe Middler & Christie Patel)
04 - I Know What I Know (Paul Simon & M. D. Shirinda)
05 - Better Man (Eddie Vedder)
06 - Rains Like London (Joe Middler, Ron Spooler & Nancy Conroy)
07 - Stand (Bill Berry, Peter Buck, Mike Mills & Michael Stipe)
08 - Let Me Stand Next To Your Fire (Jimi Hendrix)
09 - High With You (Joe Middler, Christie Patel & Chris Haller)
10 - Don't Dream It's Over (Neil Finn)
11 - Late In The Evening (Paul Simon)
12 - Sleep Peacefully Tonight (Joe Middler, Ron Pooler & Mike Whittaker)
Players :
Joe Middler : Guitar, Vocals, Accordion & Keyboards
Ric Gea : Drums & Percussion
Mike Todd : Sax, Horn Arrangements
Jane Doe : Vocals
Tom Whaley : Trombone
Mike Whittaker : Keyboards
Al Salas : Percussion
Wes Quave : Vocals
Chris Haller : Bass
Guest Players :
Robin DiMaggio : Drums & Percussion
Scott Doyle : Vocals & Keyboards
Lee Thornburg : Trumpet
Jeff Spears : Drums
Produced by Ian Faith
Recorded by Ian Faith at RAG Recording Studio's, San Pedro, California
Assistant Engineer : Ric Grea
Mixed by Ian Faith at Farren Music Studio's, Redondo Beach, California
Assistant Engineer : Laura Kjerulf
Additional Production on Tracks ("Listen", "High With You" & "I Know What I Know") by Matt Quave & Ric Gea at RAG Recording Studios
Mastered by Tom Baker, Futuredisk Systems, Hollywood, California