All songs by Paul Westerberg unless noted otherwise. The track listing on the album is incorrect. "Hillbilly Junk" is listed as being the third song when, in reality, it is the ninth.
"Crackle & Drag" — rendered in both its louder original take and quieter alternate version — is about the poet Sylvia Plath. It takes its title from the last line of her poem "Edge." Westerberg was struck by the calm and considered preparations Plath took before committing suicide.
"What a Day (For a Night)" was written for Bonnie Raitt, who didn't want it.
"Pine Box" is about Westerberg's father's experience of World War II and its lasting impact.