Personnel: David Roth (vocals, guitar, piano, bass), Anne Hills, Tom Chapin, Diane Chodkowski, Christine Lavin (vocals), Emily Metcalf (cello), Scott Shachter (clarinet, saxophone, flute), Bud Burridge (trumpet), Dan Levine (trombone), David Lange (keyboards), Scott Petito (keyboards, bass), Pat Hubbard (keyboards, percussion), Mark Dann (bass), Howie Wyeth (drums, piano), Ken Lovelett (percussion).

All songs written or co-written by David Roth.