Dori Levine, voice
Ed Littman, acoustic guitar

Produced by Dori Levine and Ed Littman

1. Pound Cake (Lyric version by Dori Levine)
2. It Might as Well Be Spring
3. Do I Move You?
4. Bye Bye Blackbird
5. Deep Creep
6. But Beautiful
7. Tailgate
8. Foolin Myself
9. Swipstictch
10. Over the Rainbow