• 1. Stampede
  Brad Gillis - Guitar, Bass; Derek Sherinian - Keyboards; Carmine Appice - Drums

  2. Honest To God
  Brad Gillis - Guitar, Bass; Gregg Allman - Vocals; Derek Sherinian - Keyboards; Kelly Keagy - Drums; Mark "Jellyroll: Burkstahler - Slide Guitar; Jennifer Newell - Background Vocals

  3. Opus Winfrus
  Brad Gillis - Guitar, Bass; Derek Sherinian - Keyboards; Michael Cartellone - Drums

  4. Monster Breath
  Brad Gillis - Guitar; Gary Moon - Bass; Kelly Keagy - Drums; Rodney Freidrich - Keyboards; David Bradley - Monster voice

  5. Slow Blow
  Brad Gillis - Guitar; Derek Sherinian - Keyboards; Carmine Appice - Drums; Robin Sylvester - Bass

  6. Mr. Lollipop
  Brad Gillis - Guitar, Bass; Derek Sherinian - Keyboards; Ronnie Sief - Drums

  7. If Looks Could Kill
  Brad Gillis - Guitar, Bass; Greg Allman - Vocals; TJ - Drums; Rodney Freidrich - Keyboards

  8. Lions, Tigers and Bears
  Brad Gillis - Guitar; Derek Sherinian - Keyboards; Larry Antonino - Bass; Carmine Appice - Drums

  9. Shades of Pomposity
  Brad Gillis - Guitar, Bass; Derek Sherinian - Keyboards; Michael Cartellone - Drums

  10. Gilrock Ranch
  Brad Gillis - Guitar, Bass; Derek Sherinian - Keyboards; Michael Cartellone - Drums; Mark "Jellyroll" Burkstahler - Slide Guitar; Montana Gillis - Baby cry

Derek's comments:

My first record!! I first met Brad Gillis in 1988, and it was a very pivotal point in my life because he was the first "rock star" or world class musician that I had ever worked with. Brad eventually asked me to join the short-lived Mega Mega, a band he formed after Jack Blades left Night Ranger to form Damn Yankees. I was living at Brad's house in Lafayette, CA when we wrote and recorded this album. Carmine Appice stayed up at the house and cut some drum tracks. He was very nice to me and eventually used me on his Vanilla Fudge Live album on Rhino Records. (long story) Gregg Allman also came up and cut vocal tracks. Stampede was used in the Christina Applegate movie Don't Tell Mom The Babysitter is Dead and Opus Winfrus was used in the B Movie Angel Undercover. Other tracks were used as background music on "Entertainment Tonight" during the celebrity birthdays!