released January 1, 1998

Twisting the First Law
Written by Mark Smith, Barry Wood
Mark Smith: acoustic guitar, programming
Barry Wood: Chapman Stick, keyboards, percussion, programming

Skull Gun
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, bass, programming
Barry Wood: keyboards, programming
Adam Watts: drums

Straylight
Written by Mark Smith, Barry Wood
Mark Smith: acoustic guitar, programming
Barry Wood: Chapman Stick, keyboards, percussion, programming

Ex Oblivione
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, lap steel guitar, bass, programming
Barry Wood: keyboards, programming

Touching Fingal's Brain
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, programming
Barry Wwood: Funk Fingers bass, keyboards, programming

No Freedom in Oblivion
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, Ebow guitar, programming
Barry Wood: Chapman Stick, harmonica, voice, keyboards, programming
Adam Watts: drums

The Noise Eater
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, programming
Barry Wood: programming

Codes' Bag of Dancer
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, acoustic guitar, programming
Barry Wood: ukelin, programming
Joe McNalley: upright bass

Blue Nine
Written by Mark Smith, Barry Wood
Mark Smith: acoustic guitar, Ebow guitar, programming
Barry Wood: ukelin, keyboards, programming
Marty Schwartz: fretless bass

Mask That Reveals
Written by Mark Smith, Barry Wood
Mark Smith: electric Guitar, banjo, programming
Barry Wood: programming
Paul McIntire: violin
Percussion: The Bunny Skulz (Featuring: Scott Broberg, Lou Rossi, Mark Smith, Barry Wood)

The Other Gods Sleep
Written by Mark Smith, Barry Wood
Mark Smith: electric Guitar, programming
Barry Wood: Funk Fingers bass, processed percussion, keyboards, programming

The Flatline's Laughter
Written by Mark Smith, Barry Wood
Mark Smith: acoustic guitar, electric guitar, programming
Barry Wood: keyboards, programming
Adam Watts: drums
Marty Schwartz: fretless bass

The Nameless City
Written by Mark Smith, Barry Wood
Mark Smith: slide guitar, programming
Barry Wood: keyboards, programming
Paul McIntire: violin
Adam Watts: high hat

Chemical Noise
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, programming
Barry Wood: Chapman Stick, keyboards, programming

The Straumli Perversion
Written by Mark Smith, Barry Wood
Mark Smith: electric guitar, slide guitar, programming
Barry Wood: Chapman Stick, keyboards, programming
Adam Watts: drums