Disc one
1. The M.O.I. Anti-Smut Loyalty Oath (3:01)
2. The Poodle Lecture (5:02)
3. Dirty Love (2:39)
4. Magic Fingers (2:21)
5. The Madison Panty-Sniffing Festival (2:44)
6. Honey, Don't You Want A Man Like Me? (4:01)
7. Father O'Blivion (2:21)
8. Is That Guy Kidding Or What? (4:02)
9. I'm So Cute (1:39)
10. White Person (2:07)
11. Lonely Person Devices (3:13)
12. Ms. Pinky (2:00)
13. Shove It Right In (6:45)
14. Wind Up Working In A Gas Station (2:32)
15. Make A Sex Noise (3:09)
16. Tracy Is A Snob (3:54)
17. I Have Been In You (5:04)
18. Emperor of Ohio (1:31)
19. Dinah-Moe Humm (3:16)
20. He's So Gay (2:34)
21. Camarillo Brillo (3:09)
22. Muffin Man (2:25)
Disc two
1. NYC Halloween Audience (0:46)
2. The Illinois Enema Bandit (8:04)
3. Thirteen (6:08)
4. Lobster Girl (2:20)
5. Black Napkins (5:21)
6. We're Turning Again (4:56)
7. Alien Orifice (4:16)
8. Catholic Girls (4:04)
9. Crew Slut (5:33)
10. Tryin' To Grow A Chin (3:33)
11. Take Your Clothes Off When You Dance (3:46)
12. Lisa's Life Story (3:05)
13. Lonesome Cowboy Nando (5:15)
14. 200 Motels Finale (3:43)
15. Strictly Genteel (7:07)
Frank Zappa / synthesizer, guitar, conductor, vocals, producer
Adrian Belew / guitar, vocals
Steve Vai / guitar
George Duke / keyboards
Bruce Fowler / trombone
Jean-Luc Ponty / violin
Ed Mann / percussion, marimba, vocals (bckgr), electric percussion
Chad Wackerman / drums, electronic percussion
Jeff Simmons / bass
Ike Willis / guitar, vocals
Aynsley Dunbar / drums
Tom Fowler / bass
Arthur Barrow / bass
Terry Bozzio / drums
Napoleon Murphy Brock / saxophone, vocals
Paul Carman / sax (Alto), sax (Baritone), sax (Soprano)
Vinnie Colaiuta / drums
Warren Cuccurullo / guitar
Walt Fowler / synthesizer, trumpet, flugelhorn
Bob Harris / keyboards, vocals
Ralph Humphrey / drums
Howard Kaylan / vocals
Mike Keneally / synthesizer, guitar (bass), vocals
Tommy Mars / keyboards
Kurt McGettrick / sax (Baritone), sax (bass), contrabass clarinet
Patrick O'Hearn / bass
Bianca Thornton / keyboards, vocals
Scott Thunes / bass
Ian Underwood / keyboards, sax (Alto)
Mark Volman / vocals
Denny Walley / vocals, slide guitar
Ray White / guitar, vocals
Albert Wing / sax (Tenor)
Allan Zavod / keyboards
Peter Wolf / keyboards
Patrick Wolfe / keyboards
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