bass Michael Been
drums Scott Musick
tracks a1,a3 drums Steve Brown
tracks a1,a3 keyboards Gene Barnholt
lead guitar, acoustic guitar, mandolin Nick Brown
lead vocals, acoustic guitar, organ, handclaps, harmony vocals Bradley Ditto
percussion Chuck Johnson
percussion Joe Lala
piano, keyboards Nicky Hopkins
slide guitar, acoustic guitar Matt Andes
synth Craig Harris
synth Dennis McCarthy