Out-of-State Plates

The album, a two-disc compilation of non-album tracks and previously unreleased recordings spanning the group's entire career, contain two brand new songs, "Maureen" and "The Girl I Can't Forget", as well as the first official release of the group's 1999 version of Britney Spears's "...Baby One More Time". Also featured is a rare live version of the Electric Light Orchestra song, "Can't Get It Out of My Head". According to bassist and songwriter Adam Schlesinger, "The reason we really wanted to do this compilation record is that we do like a lot of these songs and we do want people to be able to hear them. But there are also a few things that are tossed off and goofy and this seems like the proper context to present them in." Lead singer and fellow songwriter Chris Collingwood added, "The album may not hold up thematically like some of our others, but I still really like it."{{cite magazine|url=https://americansongwriter.com/2005/07/fountains-of-wayner-bright-future-in-sales/|title=Fountains of Wayne: Bright Future in Sales|first=John D.|last=Luerssen|magazine=American Songwriter|date=2007-07-01|accessdate=2019-01-04}}

All songs written by Chris Collingwood and Adam Schlesinger, except where noted.

{{Track listing

| headline = Disc 1

| extra_column = Original album

| title1 = Number 45 Sunblock

| extra1 = Previously unreleased

| length1 = 0:21

| title2 = Maureen

| extra2 = Previously unreleased

| length2 = 3:13

| title3 = California Sex Lawyer

| extra3 = International Pop Overthrow Vol 3 compilation (2003)

| length3 = 2:59

| title4 = Janice's Party

| extra4 = "Radiation Vibe" single (1996)

| length4 = 2:45

| title5 = Karpet King

| extra5 = "Radiation Vibe" single

| length5 = 4:05

| title6 = Baby I've Changed

| extra6 = "Hey Julie" (2004)

| length6 = 2:06

| title7 = I Know You Well

| extra7 = "Denise" single (1999)

| length7 = 3:25

| title8 = You're Just Never Satisfied

| extra8 = "Troubled Times" single (1999)

| length8 = 3:07

| title9 = I'll Do the Driving

| extra9 = "Denise" single

| length9 = 3:23

| title10 = Nightlight

| extra10 = "Red Dragon Tattoo" single (1999)

| length10 = 3:02

| title11 = I Want You Around

| extra11 = "Survival Car" single (1997)

| length11 = 2:39

| title12 = Trains and Boats and Planes

| note12 = Burt Bacharach cover

| extra12 = "Stacy's Mom" single (2003)

| length12 = 3:00

| title13 = Places

| extra13 = "Barbara H." single (1997)

| length13 = 1:39

| title14 = Can't Get It Out of My Head

| note14 = Live; ELO cover

| extra14 = "Sink to the Bottom" single (1997)

| length14 = 3:53

}}

{{Track listing

| headline = Disc 2

| extra_column = Original album

| title1 = City Folk Morning

| extra1 = Previously unreleased

| length1 = 0:13

| title2 = The Girl I Can't Forget

| extra2 = Previously unreleased

| length2 = 3:24

| title3 = ...Baby One More Time

| note3 = Britney Spears cover

| extra3 = Previously unreleased

| length3 = 3:20

| title4 = Elevator Up

| extra4 = "Stacy's Mom" single

| length4 = 4:10

| title5 = Comedienne

| extra5 = "Survival Car" single

| length5 = 3:39

| title6 = Kid Gloves

| extra6 = "Sink to the Bottom" single

| length6 = 3:30

| title7 = Today's Teardrops

| note7 = Roy Orbison cover

| extra7 = "Red Dragon Tattoo" single

| length7 = 2:07

| title8 = She's Got a Problem

| note8 = Live

| extra8 = "Barbara H." single

| length8 = 3:09

| title9 = These Days

| note9 = Nico cover

| extra9 = "Troubled Times" single

| length9 = 2:34

| title10 = I Want an Alien for Christmas

| extra10 = Non-album single (1997)

| length10 = 2:19

| title11 = The Man in the Santa Suit

| extra11 = "I Want An Alien For Christmas" single

| length11 = 2:40

| title12 = Chanukah Under the Stars

| extra12 = "I Want An Alien For Christmas" single

| length12 = 0:15

| title13 = Killermont Street

| note13 = Aztec Camera cover

| extra13 = "Hey Julie" single

| length13 = 3:13

| title14 = Half a Woman

| extra14 = Contribution to Launch magazine, Issue 12

| length14 = 2:49

| title15 = Small Favors

| extra15 = Previously unreleased

| length15 = 2:59

| title16 = Imperia

| extra16 = "Radiation Vibe" single

| length16 = 1:57

}}

;Fountains of Wayne

• Chris Collingwood – lead vocals, rhythm and lead guitar, keyboards, production, engineer
• Jody Porter – lead guitar, backing vocals
• Adam Schlesinger – bass, backing vocals, keyboards, drums, rhythm guitar, production, mixing
• Brian Young – drums, percussion

;Additional musicians

• Alan Bezozi – drums
• Ronnie Buttacavoli – trumpet
• Melora Creager – cello
• Kris Woolsey – guitar

;Technical personnel

• Atom – assistant engineer
• Neal Casal – drawing, photography
• Andy Chase – mixing
• Rudyard Lee Cullers – assistant engineer
• Joseph Cultice – drawing, photography
• Mike Denneen – engineer, producer
• Giles Duley – drawing, photography
• John Holbrook – mixing
• Audrey Marpol Jackson – drawing, photography
• Tom Lord-Alge – mixing
• Jef Mallett – drawing, photography
• George Marino – mastering
• Gary Maurer – engineer, mixing
• Alan Miller – engineer
• Frank Olinsky – art direction
• Mario Salvati – mixing
• Geoff Sanoff – engineer
• John Siket – engineer, mixing
• Jean-Pierre Sluys – engineer
• Tim Speed – engineer
• Ward Sutton – drawing, photography
• John Travis – engineer

{{Reflist}}

• [https://www.youtube.com/playlist?list=PLaXmqUK9uo0VNKuLPski0Gd3hiPdrXVav Out-of-State Plates] at YouTube (streamed copy where licensed)
• {{Metacritic album}}
• Christgau, Robert (July 2005). [https://www.robertchristgau.com/xg/rock/fountains-05.php "Baby One More Time"]. The Village Voice.

{{Fountains of Wayne}}

{{Authority control}}

Category:Fountains of Wayne albums

Category:B-side compilation albums

Category:2005 compilation albums

Category:Virgin Records compilation albums

Category:Albums produced by Adam Schlesinger