• Elliott Smith – vocals (1–15), electric guitar (1, 3, 4, 6, 8–10, 12, 13–15), acoustic guitar (2, 4, 9–15), piano (1, 3, 5, 7, 11–13, 15, 16), bass guitar (1, 3, 6, 10, 12, 15), drums (1, 5, 6, 12, 13),
Hammond organ (1, 7, 10, 12, 13),
pump organ (7),
Chamberlin (5, 8–10, 15),
harpsichord (3),
orchestra bells (3),
shakers (11), marching
bass drum (12), guitar loops (7, 12), "rolling bass drums" (15), string arrangement (3, 7, 8, 11, 15), production
Additional personnel •
Sam Coomes – bass guitar ("Everything Means Nothing to Me", "In the Lost and Found (Honky Bach)", "Stupidity Tries", "Pretty Mary K") •
Pete Thomas – drums ("Junk Bond Trader", "Wouldn't Mama Be Proud?", "Can't Make a Sound") •
Joey Waronker – drums ("Stupidity Tries") •
Jon Brion – backing vocals ("Happiness"/"The Gondola Man") • Suzie Katayama – string conduction and orchestration ("Junk Bond Trader", "In the Lost and Found (Honky Bach)", "Color Bars", "Can't Make a Sound") • Matt Dunkley – string conduction and orchestration ("Stupidity Tries")
Technical •
Rob Schnapf – production •
Tom Rothrock – production • Don C. Tyler –
mastering • Paul Hicks – engineering assistance (
Abbey Road Studios) • Charlie Paakkari – engineering assistance (
Capitol Studios) • Dann Thompson – engineering assistance Capitol Studios) • Jimmy Hoyson – engineering assistance (Capitol Studios) • Steve Genewick – engineering assistance (Capitol Studios) • Anthony Arvizu – engineering assistance (Capitol Studios) • Richard Baron – engineering assistance (Sonora Studios) • Geoff Walcha – engineering assistance (
Sunset Sound Recorders) • Monique Mizrahi – engineering assistance (Sunset Sound Recorders) • Autumn DeWilde – sleeve art direction, design and photography • Dale Smith – sleeve art direction and design == Charts ==