The album featured 13 tracks (9 songs were all-original) with Chris Hiatt on lead vocals and lead guitar, Chris "Crash" Klettke on drums and Rich Alfano on bass.
1. Statoil Stomp (instrumental)
2. Babysit Your Baby
3. Straight Up
4. Once Upon the Blues
5. This Ain't Love
6. Mean Ol' Frisco
7. Hugh Jazz (instrumental)
8. Oath of Love
9. Texas Flood
11. Keep These Blues Away
12. Quit You Woman
13. Texas Floyd
Chris Hiatt originally planned to have "Texas Floyd" as a loosely hidden track on the album (Track #13) but, as the CD was nearing its final print, he went ahead and made it a listed track.
When Chris Hiatt told Kay that he was writing songs for the new CD but he was not very good at committing to lyrics, Kay proffered a couple (unfinished) songs for which he had written lyrics: "Wild Cat Blues" and "Once Upon the Blues." Chris did not use any of those lyrics, but he did borrow the title of the latter song to finish another song he had started.
Both "Pipetripper" and "Texas Floyd" were songs where the lyrics to one known song ("Daytripper" and "Texas Flood," respectively) were played to the music of a different known song (Dick Dale's "Pipeline" and Pink Floyd's "Heaven & Hell," respectively).
Crash has writing credits for "Straight Up." In his original version of the lyrics, the girl was a stripper, not an alcoholic.
"Hugh Jazz" is a jazz-influenced instrumental track. Its name comes from an old joke of names that sound like a phrase (as heard on The Simpsons).
Of the original tracks, "This Ain't Love" was written first. The band had been performing the song for about 2 years prior to the release of the album.