- Prologue 6:12
- Schooldays 7:33
- Working All Day 5:07
- Peel the Paint 7:25
- Mister Class and Quality? 5:51
- Three Friends 3:00
- Derek Shulman – Vocals
- Gary Green – Guitars, and Percussion
- Kerry Minnear – Keyboards, Vibraphone, Percussion, Moog, and Vocals
- Malcolm Mortimore – Drums
- Phil Shulman – Saxophone, and Vocals
- Ray Shulman – Bass Guitar, Violin, 12-String Guitar, and Vocals
- Calvin Shulman – Boy (2)
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