Third Verse

1. "Every Reason" (Michael Johnston, Miguel DeJesus, Matt Goldman, Danny Stephens) - 3:43
2. "Any Other Love" (Johnston, DeJesus, Goldman) - 4:05
3. "Firefly" (Johnston, Goldman) - 3:37
4. "Clean" (Johnston, Goldman) - 4:37
5. "The Lust, the Flesh, the Eyes and the Pride of Life" (Michael Roe) - 4:18
6. "Waterfall" (Johnston, DeJesus) - 4:15
7. "Beautiful, Scandalous Night" (Derri Daugherty, Steve Hindalong) - 3:55
8. "No Kinder Savior" (Johnston, DeJesus) - 4:20
9. "That Line" (Johnston) - 4:59
10. "100 Billion Watts" (Johnston, DeJesus, Stephens) - 3:34

• "The Lust, the Flesh, the Eyes and the Pride of Life" is a cover from the 77s.

Smalltown Poets

• Michael Johnston – vocals, acoustic guitar
• Terry Flannigan – guitars (2, 4, 9)
• Miguel DeJesús – guitars, bass, backing vocals
• Matt Goldman – guitars (3, 7), drums, percussion, loops

Additional musicians

• Paul Ebersold – organ, guitars (1, 10)
• Charlie Wood – pump organ (7, 8), accordion (7, 8)
• Paul Moak – lead guitar (1)
• Bobby Watkins – guitars (2, 5, 10)
• Kirk Smothers – baritone saxophone (10), tenor saxophone (10)
• Kevin Paige – strings (4, 8), backing vocals (8)
• Todd Hale – backing vocals (8)