bass, mandolin, acoustic guitar Marc Perlman
tracks 1 to 11 recorded by Bjørn Haavik
tracks 12 to 14 recorded by Ed Ackerson
vocals, acoustic guitar Gary Louris
vocals, drums, acoustic guitar Tim O'Reagan
tracks 1 to 3, 5 to 10, 12, 14, 15 written-by Gary Louris
tracks 2, 5 written-by Marc Perlman
tracks 6, 9 written-by Mark Olson
tracks 2, 4, 5 written-by Tim O'Reagan
Tracks 1 to 11: Live From The Women's Club/Minneapolis, Minnesota April 26, 2002

Tracks 12 to 13: Smile Outtakes Recorded at Flowers Studio

Track 14: Rainy Day Music Demo Recorded at Flowers Studio

Track 15: Demo recorded at Jayhawks practice spacefr

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