Eric Anderson - Engineer
Michael Beinhorn - Arranger, Celeste, Glockenspiel, Producer, Horn Arrangements
Sterling Campbell - Percussion
David Michael Dill - Assistant Engineer
Kraig Johnson - Vocals (bckgr)
Booker T. Jones - Organ, Organ (Hammond)
Sonny Kompanek - Arranger, Conductor
David Leonard - Mixing
Gary Louris - Vocals (bckgr)
Meridian String Quartet - Strings
Karl Mueller - Bass
Daniel Murphy - Guitar, Vocals
David Pirner - Guitar, Arranger, Vocals, Horn Arrangements
Christopher Shaw - Engineer
Wally Traugott - Mastering
Andy Wallace - Mixing
Grant Young - Drums
Bruce Ross - Engineer
Francesca Restrepo - Art Direction, Design
Dan Gellert - Assistant Engineer
Jan Saudek - Photography

1. Somebody To Shove
2. Black Gold
3. Runaway Train
4. Keep It Up
5. Homesick
6. Get On Out
7. New World
8. April Fool
9. Without A Trace
10. Growing Into You
11. 99%
12. The Sun Maid