• Joe Henry – vocals (1–6, 8–11), keyboards (1, 2, 5, 7, 10) guitars (1–5, 7, 10), percussion (1, 7, 10),
organ (2), bass (10),
fun machine - left hand (11) •
Jamie Muhoberac – acoustic piano (3, 4, 6), keyboards (3, 6, 9, 10), organ (3, 4, 6, 7), electric piano (6),
Minimoog (7, 8), fun machine (8) •
Dave Palmer – keyboards (4), acoustic piano (8) •
Rami Jaffee – electric piano (5),
vibraphone (5) •
Daniel Lanois –
clavinet (6), bass (6) • Richard Barron – fun machine - right hand (11) • Randy Jacobs – guitars (1–4, 6, 9),
talkbox (2), bass (3) •
Chris Whitley – guitars (4, 8) •
Anthony Wilson – guitars (7) •
Jennifer Condos – bass (1, 2, 4, 5, 8) •
Greg Richling – bass (5) •
Freddie "Ready Freddie" Washington – bass (6, 7, 9) •
Carla Azar – drums (1, 2, 4, 5, 8) •
Curt Bisquera – drums (3, 6, 9), percussion (3) • Ralph Peters – percussion (11) • Clay Carroll –
bells (11) • K.R. King – alto saxophone (2) • Brian Swartz – trumpet (6) •
Jakob Dylan – vocals (4) •
Jean McClain – vocals (8)
The Dirty Dozen Brass Band on "Beautiful Hat" • Kevin Harris – saxophones • Roger Lewis – saxophones • Revert Andrews – trombone • Gregory Davis – trumpet • Efrem Towns – trumpet '''Strings on "We'll Meet Again"''' • Brian Korby – arrangements and conductor • Louis Duddley – cello • B. B. Bryson – double bass • Lynn Lawlor and Patty Peritore – viola • Marilyn Fellows, Carmen Katona, Dot Libran and Bob Wingate – violin
Production • Joe Henry – producer, recording • T-Bone Burnett – additional production, mixing (1–5, 7–10) • Ethan Allen – recording • Richard Barron – recording, mixing (11) • Mike Piersante – recording • Rick Will – mixing (1–5, 7–10) • Daniel Lanois – mixing (6) • Nick Raskulinecz – assistant engineer • Sam Storey – assistant engineer • Mike Terry – assistant engineer •
Joe Gastwirt – mastering at Oceanview Digital Mastering (Los Angeles, California) • Frank Gargiulo – art direction, design • Melanie Nissen – art direction, photography • Alex Dizon – hair • Aja – make-up • Kelly K. – styling ==References==