| 1 | The Game of Love (originally performed by Wayne Fontana & the Mindbenders) | The Smithereens | 2:33 |
| 2 | The Slider (originally perfomed by T. Rex) | The Smithereens | 3:04 |
| 3 | Ruler of My Heart (originally performed by Irma Thomas) | The Smithereens | 3:01 |
| 4 | Wooly Bully (originally performed by Sam the Sham & the Pharaohs) | The Smithereens | 3:04 |
| 5 | Let’s Talk About Us (originally performed by Otis Blackwell) | The Smithereens | 3:20 |
| 6 | Girl Don’t Tell Me (originally performed by The Beach Boys) | The Smithereens | 2:23 |
| 7 | Up in Heaven (originally performed by The Clash) | The Smithereens | 2:52 |
| 8 | Time Won’t Let Me (originally performed by The Outsiders) | The Smithereens | 3:45 |
| 9 | Gloomy Sunday (originally performed by Billie Holiday) | The Smithereens | 3:40 |
| 10 | Yer Blues (originally performed by The Beatles) | The Smithereens | 4:45 |
| 11 | One After 909 (originally performed by The Beatles) | The Smithereens | 3:35 |
| 12 | I Want to Tell You (originally performed by George Harrison) | The Smithereens | 3:13 |
| 13 | It Don’t Come Easy (originally performed by Ringo Starr) | The Smithereens | 3:07 |
| 14 | Well Alright (live) (originally performed by Buddy Holly) | The Smithereens | 2:37 |
| 15 | You Really Got Me (live) (originally performed by The Kinks) | The Smithereens | 3:44 |
| 16 | Rosie Won’t You Please Come Home (originally performed by The Kinks) | The Smithereens | 2:30 |
| 17 | World Keeps Going ’Round (originally performed by The Kinks) | The Smithereens | 2:38 |
| 18 | Downbound Train (originally by Bruce Springsteen) | The Smithereens | 3:43 |
| 19 | The Seeker (originally performed by The Who) | The Smithereens | 3:20 |
| 20 | Something Stupid (originally perforemd by Frank & Nancy Sinatra) | The Smithereens | 2:45 |
| 21 | Lust for Life (originally performed by Iggy Pop) | The Smithereens | 5:07 |
| 22 | The Stroll (originally performed by The Diamonds) | The Smithereens | 3:00 |
| 23 | Shakin’ All Over (originally performed by Johnny Kidd & The Pirates | The Smithereens | 4:06 |