clavinet, harpsichord, drums Jimy Chambers
double bass, bass Scott Petito
drums Jeff Mercel
tracks 5 drums Levon Helm
flugelhorn Matt Jordan
flute Suzanne Thorpe
graphics Jim deBarros
guitar [guitar reels], woodwind Grasshopper
mastered by Greg Calbi
mastered by [mastering assistance] Scott Hull
organ [b3], mellotron, electric piano [wurlitzer] Adam Snyder
painting Joe Concra
photography by Kate Hyman
photography by Kevin Salem
piano Aaron Hurwitz
piano, bass, mellotron, backing vocals Dave Fridmann
producer Dave Fridmann
producer Jonathan Donahue
recorded by Aaron Hurwitz
recorded by Dave Fridmann
recorded by Jonathan Donahue
recorded by [additional recording] Garrett James Uhlenbrock
recorded by [additional recording] Jacques Cohen
recorded by [additional recording] Peter Katis
saw [bowed] Joel Eckhaus
slide guitar Garrett James Uhlenbrock
soprano vocals Mary Gavazzi Fridmann
tracks 6 tenor saxophone, alto saxophone Garth Hudson
trombone Jim Burgess
violin Rachel Handman
vocals [female vox], whistling Amy Helm
vocals [female vox], whistling Marie Spinosa
vocals, acoustic guitar, chamberlin [chamberlin strings] Jonathan Donahue
tracks 11 words by Jimy Chambers
tracks 1 to 5, 7 to 10 words by Jonathan Donahue
tracks 6 words by, vocals Grasshopper
Manufactured By BMG Distribution
Distributed By BMG Distribution
Phonographic Copyright (p) V2 Records, Inc.
Copyright (c) V2 Records, Inc.
Recorded At Tarbox Road Studios
Recorded At NRS Recording Studio
Recorded At Six Hours Studios
Glass Mastered At Cinram, Richmond, IN
Glass Mastered At Cinram, Richmond, IN
Pressed By Cinram, Richmond, IN
Track 12 is not listed on the sleeve.

Recorded at Tarbox Studios, NRS Studios, and Six Hours Studios.
Original master recorded on 35/mm magnetic film.
℗© 1998 V2 Records, Inc.

Barcode: 6 38812 70272 2 (Text)
Matrix / Runout: 3881 V2ADV270272 C70831-19 A (Variant 1)
Mastering SID Code: L385 (Variant 1)
Mould SID Code: IFPI6100 (Variant 1)
Matrix / Runout: L388 3881 V2ADV270272 D80629-11 A (Variant 2)
Mastering SID Code: L388 (Variant 2)
Mould SID Code: IFPI6100 (Variant 2)