Track listing

1. "The Closer" – 2:44
2. "The Hustle" – 3:34
3. "City of Dreams" – 2:56
4. "Fat Boy" – 2:27
5. "Sooner or Later" – 3:53
6. "Out of Tune" – 3:45
7. "Demon of White Sadness" – 3:51
8. "The Dishwasher's Dreams" – 3:56
9. "Poor People" – 4:25
10. "Walt Whitman Bridge
    Walt Whitman Bridge
    The Walt Whitman Bridge is a green-colored single-level suspension bridge spanning the Delaware River from Philadelphia to Gloucester City, New Jersey. Named after the poet Walt Whitman, who resided in nearby Camden toward the end of his life, the Walt Whitman Bridge is one of the larger bridges...
    
    " – 3:06
11. "The Apartment" – 3:27
12. "The Sooner or Later Interlude" (hidden track) – 3:24

Personnel

• Dave Bielanko – electric and acoustic guitars, banjo, percussion, lead vocals, background vocals
• Serge Bielanko – electric and acoustic guitars, banjo, percussion, lead vocals, background vocals
• Kirk Henderson – bass guitar, piano, organ, background vocals, vibraphone, mellotron, trumpet
• Dave Petersen – drums, percussion, background vocals
• Mike Brenner
  Mike Brenner
  Philadelphia musician Mike "Slo-Mo" Brenner is the veteran of many bands and has recorded tracks on over 100 CDs of both independent and major label artists....
  
   – lap steel guitar, dobro, electric guitar, bass guitar
• Adam Garbinski – electric guitar
• Jon Wurster
  Jon Wurster
  Jon Wurster is an American musician and humorist best known as the drummer for indie rockers Superchunk and recently for The Mountain Goats, as well for his comedic work with radio host Tom Scharpling on the The Best Show on WFMU....
  
  – drums, percussion