1. "The Thinking Machine" 3:58
2. "The Maze" 6:37
3. "Cryptic Dreams" 4:47
4. "Meltdown" 3:37
5. "Never Been to Barcelona" 4:32
6. "She's Only Sleeping" 3:31
7. "VinMan's Brew" 6:34
8. "Check it Out!" 5:14
9. "Rain" 4:24
10. "Daydream" 2:52
11. "Watching from the Light" 4:32
12. "With the Flow" 4:22
* Vinnie Moore – guitar
* Wayne Findlay – keyboard, rhythm guitar
* Shane Gaalaas – drums, percussion
* Barry Sparks – bass guitar
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