(Sousaphonk Records - 1997)

Keith "Wolf" Anderson - trombone, vocals (1,2,11)
Ben Ellman - tenor saxophone
Kirk Joseph - sousaphone
Alex McMurray - guitar, vocals (11)
Brice Miller - trumpet, fluglehorn, vocals (5,9,11,12)
Doug Miller - baritone saxphone, flute (9)
Kevin O' Day - drums, vocals (9,11)
Stanton Moore - drums (2,11)
Davis Rogan - old keyboards, vocals (2,3,6,8,9,11)

special guests:
Chaddy 1 P.U.S. - lead vocals (5), vocals (3,5,6) / Theryl DeClouet - lead vocals (12) / Keng - vocals (3,5,6) / Mike Mayfield - percussion (8) / Kulafaru Mouton - congas & percussion (5,8) / Josh Paxon - keyboards (14)

Produced by Davis Rogan & All That
Executive Producer Henry Griffin

1. WOLF'S REMEDY 3:50
2. LIL' LIZA JANE 6:18
3. ALL NIGHT 3:27
4. BACK TO BROKE 5:56
5. ROLL WITH IT, WE'RE READY 5:58
6. GIVIN' IT UP 5:19
7. THE MARCH OF THE MICKS 1:28
8. LITTLE PEOPLE'S PLACE 4:44
9. SO LONG 4:39
10. MORTON :30
11. ALL THAT 8:24
12. MOVIN' AND GROOVIN' 4:46
13. ALL THAT REPRISE 1:38
14. RED 6:16