1. Shadow To Light (Third Movement) (1:44)
2. Twelve (2:28)
3. Fly By Night (Third Movement) (4:34)
4. Phil Harmonic (Third Movement)(2:22)
5. Enter Steller (Third Movement)(1:31)
6. Honeychild (Third Movement)(1:34)
7. Progressions (2:17)
8. Be Quiet (Third Movement)(1:10)
9. Quiet As Kept (Third Movement)(2:11)
10. Best Friends Become Strangers (Sixth Movement) (1:39)
11. Sleephold (Third Movement) (1:42)
12. The Sun Fell Into The Sea (Fifth Movement) (1:31)
13. If Only Tonight We Could Sleep (1:55)
14. Descendants (2:01)
15. Beyonding (2:36)
16. Fly By Night (Something In Common) (2:08)
17. Lost And Found (Third Movement) (1:39)

KnowMassive is Jason Atkins

Patrice Faison-background vocals (tracks 1-5, 7, 9-12, 15 & 17)
Priest-background vocals (tracks 6 & 12)
Jonz-guitar (track 3)

All tracks written and produced by Know Massive except:
Track 14 produced by Priest

Mixed by Nathaniel "Nate Wonder" Irving and KnowMassive at Wonderland
Engineered and recorded in May 2003 at Zero Return Studios with Jim Maher