A single LP collection of the b-sides and rarities featured alongside the singles from Tori's seminal release (and solo debut), Little Earthquakes. This is the first time these songs have been collected on a single release.

Side One
1. UPSIDE DOWN [4:22]
2. THOUGHTS [2:43]
3. SONG FOR ERIC [1:52]
4. THE POOL [2:49]
5. HUMPTY DUMPTY [2:51]
6. FLYING DUTCHMAN [6:30]

Side Two
1. TAKE TO THE SKY [4:18]
2. SWEET DREAMS [3:26]
3. MARY [4:25]
4. SUGAR [4:25]
5. ODE TO THE BANANA KING (PART ONE) [4:08]