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All songs written by Ileen Goldsmith
©2002 Florid Crush Music, ASCAP

Disc One
Produced and Mixed by Josh Schwartz & Ileen Goldsmith. Recorded by Josh Schwartz at The Space Shed, Los Angeles, CA.
Ileen: Vocals, Acoustic Guitar
Josh Schwartz: Acoustic Guitar, Electric Guitar, 12 String Acoustic Guitar, Tambourine, Bass, Banjo
Mike Stinson: Drums
Chris Camacho: Bass (tracks 1, 2, 3)
Joshua Grange: Pedal Steel Guitar, Lap Steel
Aaron Embry: Organ, Piano, 9Volt Electric Guitar, Mellotron (tracks 1, 2, 3, 5)
Robert Peterson: Upright Bass (track 4)

Disc Two
Produced and Mixed by Brent Rademaker & Ileen Goldsmith. Recorded by Brent Rademaker. Featuring Beachwood Sparks.
Ileen: Vocals, Acoustic Guitar
Brent Rademaker: Bass
Farmer Dave Sher: Pedal Steel Guitar, Organ (tracks 1 - 4)
Aaron Sperske: Drums (tracks 1 - 4)
Christopher Gunst: Electric Guitar (tracks 3, 4)
Neal Casal: Acoustic Guitar, Electric Guitar (tracks 1, 2, 5)