art direction, design Jeffdidthis
bass guitar Brain
drums [trap set] John Kent
guitar Ben Kweller
legal Jonathan Ehrlich
lyrics by Ben Kweller
management [managerial action] Howie Kweller
management [managerial action] Warren Entner Management
mastered by George Marino
mixed by Paul Q. Kolderie
mixed by Sean Slade
music by Ben Kweller
tracks 2 music by John Kent
photography by [howie's solo and brain photo by] Howie Kweller
photography by [junk and live photos by] Ray Lego
tracks 2 to 6, 9, 10, 12 producer [additional production] Paul Q. Kolderie
tracks 2 to 6, 9, 10, 12 producer [additional production] Sean Slade
tracks 1, 7, 8, 11 producer [produced by] Paul Q. Kolderie
tracks 2 to 6, 9, 10, 12 producer [produced by] Roger Greenawalt
tracks 1, 7, 8, 11 producer [produced by] Sean Slade
technician Carl Plaster
technician Fred Derby
technician Matthew Ellard
technician Scott Hollingsworth
vocals [microphone] Ben Kweller
vocals [microphone] Brain
vocals [microphone] John Kent
Record Company PolyGram
Manufactured By Mercury Records
Marketed By Mercury Records
Phonographic Copyright (p) Mercury Records
Copyright (c) Mercury Records
Published By Twelve Sided Die Music
Published By Famous Music Corporation
Recorded At Sheffield Recordings Ltd.
Recorded At Fort Apache
Mixed At Sony Music Studios, New York City
Mixed At Fort Apache
Mastered At Sterling Sound
Made By PMDC, USA
Release is packaged in a standard transparent colorless jewel case with a transparent colorless disc tray. Includes a 4-panel insert and a back cover inlay.

℗© 1997 Mercury Records

Recorded June 1996, November 1996 at Sheffield Studios, Baltimore; Fort Apache Studios, Boston.
Mixed at Sony Studios, NYC.
Re-mixed at Fort Apache Studios, Boston.

Published by Twelve Sided Die Music/Famous Music Corp. (ASCAP) except 2. published by Twelve Sided Die Music/Famous Music Corp. (ASCAP)/Copyright Control.

Track 1 inspired by the poem Little Pink Stars written by James Paterson.
Barcode: 7 31453 46442 1 (Text)
Barcode: 731453464421 (Scanned)
Other: 0501 (Polygram code on inserts)
Rights Society: ASCAP
Pressing Plant ID: MADE IN USA BY PMDC (Stamped, inner ring mould, all variants)
Matrix / Runout: 314 534 644-2 01@ C (Variant 1)
Mastering SID Code: IFPI L006 (Variant 1)
Mould SID Code: IFPI 0343 (Variant 1)
Matrix / Runout: 314 534 644-2 01@ A (Variant 2)
Mastering SID Code: IFPI L006 (Variant 2)
Mould SID Code: IFPI 0345 (Variant 2)