Musicians • Aimee Mann – vocals (1–13), backing vocals (1–4,7—9,11), bass (1—8,10—13), acoustic guitar (1,3,6,8,10—13),
Nashville guitar (1), guitar (7), tambourine (7,11),
hi-hat (11) •
Jon Brion – electric guitar (4,6), keyboards (4), backing vocals (6), drums (6) • Mark Flannagan – trumpet (8) •
Juliana Hatfield – backing vocals (6) •
Michael Hausman – tambourine (3), drum programming (13) • Buddy Judge – backing vocals (1–5,7,8,12,13), drum programming (1,3,8),
Wurlitzer (8),
drum loops (8) • Hank Linderman – drum programming (11) •
Michael Lockwood – electric guitar (1,3,4,7–9,12,13), guitar (5,6,11), percussion (5), backing vocals (9),
12-string acoustic guitar (9), Cheesy Keyboards (13) • Dan MacCarroll – drums (3,9,11) • Ric Menck – drums (2,8) •
Brendan O'Brien – bass (9),
slide guitar (9) • Michael Panes – violin (10) •
Michael Penn – backing vocals (1,5,9,11),
slide guitar (3), feedback guitar (5), electric guitar (9), guitar (13) •
Grant Lee Phillips – backing vocals (1,5) • John Sands – drums (1,4,5,7,12) • Clayton Scoble – electric guitar (4) •
Benmont Tench –
Chamberlin (3), piano (8) • Jennifer Trynin – electric guitar (7) •
Patrick Warren – keyboards (1,5,7,11,12), piano (3,9), Chamberlin (3,8,10,13), guitar (6),
accordion (10),
celeste (13)
Production • Producers: Aimee Mann, Jon Brion, Mike Denneen, Buddy Judge, Brendan O'Brien • Executive producer: Michael Hausman • Engineers: Mike Denneen, Nick DiDia, Ryan Freeland,
S. "Husky" Höskulds, Dustin Jones, Buddy Judge,
Hank Linderman, Brian Scheuble • Assistant engineers: Elijah Bradford, Carlos Castro, Connie Hill, Dustin Jones • Mixing: David Boucher,
Bob Clearmountain, Ryan Freeland • Mastering: Shawn R. Britton • Extensive Help with Production: Buddy Judge • Assistants: David Boucher, Ryan Freeland • Computers: Buddy Judge • Drum engineering:
Hank Linderman • Vocal engineer: S. "Husky" Hoskulds • Art direction: Aimee Mann, Gail Marowitz • Design: Aimee Mann, Gail Marowitz == References==