1. Thirty Three
2. The Last Song
3. The Aeroplane Flies High (Turns Left, Looks Right)
4. Transformer
5. The Bells
6. My Blue Heaven

all songs written by billy corgan, except the bells, written by james iha, and my blue heaven, written by george whiting/walter donaldson
all songs produced by billy corgan, except thirty-three, produced by flood, alan moulder, and billy corgan, and the the bells, produced by james iha and kerry "kiwi" brown
all songs published by chrysalis songs/cinderful music (bmi), except the bells, published by chrysalis songs/cellophane star music (bmi), and my blue heaven, published by leo feist inc. (ascap)

thirty-three recorded at pumpkinland and chicago recording company
transformer, the aeroplane flies high (turns left, looks right), and the last song recorded at charing cross studios, sydney, and soundworks recording studios, chicago
engineered by martin white and jeff moleski.
assisted by george landis
guitar solo on the last song by bill corgan, sr.

the bells recorded at bugg studios, chicago, and the place, nyc
mix engineer: jeff lane
recording engineers: andy chase and russ spice
piano: adam schllesinger, courtesy of tag/atlantic records group
cello: eric remschneider

my blue heaven recorded at soundworks recording studios, chicago
engineered by jeff moleski
cello: eric remschneider
piano: chris martin

thirty-three mixed by alan moulder, flood, and billy corgan at the village recorder, la
all other songs mixed at chung king, nyc by billy corgan
mixing engineer: neil perry
assisted by j. nicholas
technical engineer: tommy lipnick
mastered by howie weinberg at masterdisk
painting: ssur ©
design: frank olinsky