Another one of the few times that Michael has painted a cover for an album other than one of his own.
| Label: | Resolve |
| Format: | CD |
| Released: | 2000 |
| Genre: | Alternative Rock |
| Producers: | Steve Hindalong, Derri Daugherty, and Tim Chandler |
| Cover Painting: | Michael Knott |
| Derri Daugherty: | Lead Vocals, Guitars |
| Steve Hindalong: | Drums, Percussion |
| Tim Chandler: | Bass Guitar |
| Dan Michaels: | Saxophone, Lyricon |
| Julian Kindred: | Ring Modulator |
| Christine Glass: | Background Vocals |
| Emily Hindalong: | Trumpet postlude to “Sunny” |
| Phil Madeira: | Mellotron Flutes and Strings |
| Jacob Lawson: | Violin |
| 01) | Flap Your Wings | Hindalong / Daugherty |
| 02) | Shiny Floor | Hindalong / Daugherty / Chandler |
| 03) | Mercy Lives Here | Daugherty |
| 04) | Hey Gene | Hindalong / Daugherty / Michaels |
| 05) | Sunny | Hindalong / Chandler |
| 06) | Flowing Over Me | Hindalong / Daugherty |
| 07) | Cherry Bomb | Hindalong / Daugherty |
| 08) | I Don’t Mean Any Harm | Hindalong / Daugherty / Chandler |
| 09) | A Moment In Time | Hindalong / Daugherty |
| 10) | Beautiful Scandalous Night | Hindalong / Daugherty |