Marykay Connors – vocals and acoustic guitar
+ piano on track 2, electric sitar & Mellotron on track 4
Dominick Campana – electric guitars
+ bass on tracks 4 & 5, Mellotron on tracks 1 & 4, autoharp on track 4, electric sitar on track 5, drum loops & samples on tracks 3, 5 & 7
Chris Osborn – drums & percussion (timpani, congas, sandpaper, shaker, brushes, chimes, guiro)
Jill Sanzo – bass on tracks 2, 3, 6 & 7
Pat Perkinson – bass on track 1
Jack Neimer – guitar on tracks 1 + vocals on track 5
Monica Wilson – cellos on track 3
Kirk Fitzpatrick – Fender Rhodes on track 7
Dan McLoughlin – Hammond organ on track 1 + Farfisa organ on track 5
Produced & engineered by Dominick Campana
Recorded & mastered at Hyland Recording in Albany, NY
Hyland assistant engineer – Ted Hyland
Mixed at Sweetfish in Argyle, NY
Sweetfish assistant engineers – Marc Fuller & Greg Labalbo
Dave Cook mixed tracks 4, 5 & 8
Track 8 recorded by Dan McLoughlin outside on the fire escape at Fort Apache in Boston, MA
Mellotron & organs recorded with Dan McLoughlin at Fort Apache in Boston, MA
Timpani recorded with Sister MaryAnne Nelson, Nate Giordano and Ted Hyland at Saints and Sinners in Albany, NY
Art direction by Billy Riley
MK photo by Scott Gries
All songs ©1998 Marykay Connors except for track 2 ©1996 Kim Cuffe
©℗1998 Paint Chip Records