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- Alto Saxophone, Baritone Saxophone - Max Abrams (3)
- Artwork - They Make It In The Basement
- Bass, Guitar, Other [Ambience] - Sam Farrar
- Drums, Percussion - Brad Pemberton
- Engineer - Joe Costa
- Engineer [Assistant Engineer] - Greg Thompson (14)
- Guitar - Jay Joyce
- Guitar, Bass - Jon Auer
- Guitar, Bass, Keyboards - Mark Watrous
- Keyboards - Andrew Higley
- Keyboards - Billy Livsey
- Keyboards, Bass - Ken Stringfellow
- Mastered By - Tommy Wiggins
- Mixed By - Brendan Benson
- Mixed By - Chris Mara
- Pedal Steel Guitar - Pete Finney
- Photography By - Jo McCaughey
- Producer - Brendan Benson
- Songwriter [All Songs By] - Brendan Benson
- Tenor Saxophone - Mitch Reilly
- Trumpet - Jon-Paul Frappier
- Vocals - Ashley Monroe
- Vocals - Young Hines
