- The King Of Carrot Flowers Pt. 1 - 2:00
- King Of Carrot Flowers Pts. 2 & 3 - 3:06
- In The Aeroplane Over The Sea - 3:22
- Two-Headed Boy - 4:26
- The Fool - 1:53
- Holland, 1945 - 3:12
- Communist Daughter - 1:57
- Oh Comely - 8:18
- Ghost - 4:08
- Untitled - 2:16
- Two-Headed Boy Pt. 2 - 5:13
- Jeff Mangum – guitar, vocals, organ, floor tom, bass guitar, tape, shortwave radio, art direction
- Jeremy Barnes – drums, organ
- Julian Koster – Wandering Genie organ, singing saw, bowed banjo, accordion, white noise
- Scott Spillane – trumpet, trombone, flugelhorn, euphonium, horn arrangements
- Robert Schneider – home organ, air organ, bass, backing vocals, piano, horn arrangements
- Laura Carter – zanzithophone (tracks 1, 5, 9)
- Rick Benjamin – trombone (tracks 6, 9)
- Marisa Bissinger – saxophone (tracks 6, 9), flugelhorn (tracks 7, 9)
- James Guyatt – percussion
- Michelle Anderson – Uilleann pipes (tracks 6, 10)
- Chris Bilheimer – art direction
- Brian Dewan – illustrations
- This was Neutral Milk Hotel's final album recorded and released as a band.
- The songs greatly involve the story of Anne Frank during the Holocaust.
- The song "Untitled" later became known as "The Penny Arcade in California," a title given by band member Julian Koster.
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