What's in the Bag?

All songs written by Marshall Crenshaw, except where noted.

1. "Will We Ever?" – 4:06
2. "Where Home Used to Be" – 4:54
3. "Take Me with U" (Prince) – 3:46
4. "From Now Until Then" – 4:06
5. "Despite the Sun" – 4:54
6. "The Spell Is Broken" (Crenshaw, David Cantor) – 4:12
7. "A Few Thousand Days Ago" (Crenshaw, Bill Demaine) – 4:04
8. "Long and Complicated" (Crenshaw, Richard Julian) – 5:35
9. "I'd Rather Be with You" (Bootsy Collins, George Clinton, Gary Lee Cooper) – 4:27
10. "Alone in a Room" – 3:39
11. "AKA A Big Heavy Hot Dog" – 4:00

• Marshall Crenshaw - vocals, guitar, bass, drums, percussion, organ, mellotron, mandoguitar
• Diego Voglino – drums
• Tony Scherr – bass
• Chris Cunningham – guitar
• Andy York – guitar, bass, mandoguitar
• Bill Ware – vibraphone
• Jason Crigler – guitar
• Graham Maby – bass
• Tony Beckham – vibraphone
• Greg Leisz – steel guitar
• Jane Scarpantoni – cello
• Eric Ambel – dulcitar, bass
• Tom Teeley – guitar