1. Y2K (Dendy / Nunn)
2. My Girl (Dendy / Nunn)
3. Don't Give Up (Dendy / Nunn)
4. Seaside Sal (Dendy / Nunn)
5. Big Dumb Pop Song (Nunn)
6. Never Say Say (Dendy / Nunn)
7. Talk To Me (Nunn)
8. Until The Morning Comes (Nunn)
9. All Moved On (Dendy / Nunn)
10. Pig Face (Nunn)
11. Jane (Dendy / Nunn)
12. Maybe (Dendy / Nunn)

For our second album we did a lot more writing together and only dipped into the Rome In A Day catalogue for one old song ("Talk To Me"). We also decided to give "Jane" a proper arrangement. This had been the hidden bonus track on the first album.

We made our first EP with "Don't Give Up" (and three exclusive recordings) which was also the first song to feature an outside musician. Paul Whittington played congas for us.

"Seaside Sal" and "Big Dumb Pop Song" were often played live at this time.