•
Matthew Sweet – vocals, electric rhythm guitar (1–8, 10–12), electric bass, acoustic piano (2, 9, 11), electric lead guitar (3, 11), acoustic guitar (3, 8, 9), electric 12-string rhythm guitar (3),
theremin (6), electric piano (9), mini synthesizer (11),
RMI electric piano (11),
electric harpsichord (11) •
Brendan O'Brien – electric rhythm guitar, (1, 10) electric lead guitar (2), acoustic piano (4, 5, 12), electric piano (5),
Mellotron (6, 10),
clavinet (7),
harpsichord (8), acoustic guitar (8),
slide guitar (8) •
Richard Lloyd – electric lead guitar (1, 4–6, 8), electric rhythm guitar (11) •
Robert Quine – electric lead guitar (2, 6, 10) electric rhythm guitar (3, 7, 9) •
Greg Leisz –
lap steel guitar (2, 12),
pedal steel guitar (5, 9),
mandolin (8) • Ric Menck – drums (1, 3, 6, 9, 12) • Stuart Johnson – drums (2, 4, 5, 7, 8, 10, 11)
Production • Scott Byron – A&R • Bud Scoppa – A&R • Brendan O'Brien – producer, mixing • Nick Didia – engineer • Caram Costanzo – second engineer • Lee Hammond – art direction •
Bob Ludwig – mastering at Gateway Mastering (Portland, Maine) • Matthew Sweet – cover photography • Jeff Bender – photography • Russell Carter Artist Management Ltd. – management ==Charts==