All songs composed by Jackson.

1. "Nocturne No. 1" – 4:01
2. "Flying" – 2:48
3. "Ever After" – 4:42
4. "Nocturne No. 2" – 4:07
5. "The Man Who Wrote Danny Boy" – 5:18
6. "Nocturne No. 3" – 4:28
7. "Lullaby" – 6:20
8. "Only the Future" – 4:54
9. "Nocturne No. 4" – 6:13
10. "Sea of Secrets" – 5:28

Personnel

* Mary Rowell - Viola on "Nocture No. 1", "The Man Who Wrote Danny Boy", "Only The Future" and "Nocture No. 4", Violin on "Nocture No. 4".
* Jean Laurendeau - Ondes Martenot on "Nocture No. 1" and "Sea Of Secrets".
* Taylor Carpenter - Special Guest Vocalist on "Ever After".
* Michael Morreale - Trumpet on "Ever After".
* Gary Burke - Drums on "Ever After".
* Máire Brennan - Special Guest Vocalist on "The Man Who Wrote Danny Boy".
* Dick Morgan - Oboe on "Nocture No. 3" and "Sea Of Secrets".
* Renée Fleming - Special Guest Vocalist on "Lullaby".
* Albert Regni - Clarinet and Bass Clarinet on "Lullaby".
* Graham Maby - Bass Guitar on "Only The Future".
* Tony Aiello - Flute on "Only The Future".
* Mary Wootton - Cello on "Nocture No. 4".
* Joe Jackson - Vocals and all other instruments; (piano, electric piano, organ, synthesizers and samplers, celeste, accordion, vibraphone, tom-toms, bells, cymbals and Salvation Army bass drum.