• Marc Cohn – lead vocals, acoustic piano (1, 5, 6, 8–10), acoustic guitar (2, 3), keyboards (4),
drum machine (4),
tack piano (9) •
Benmont Tench –
organ (1, 5, 6), keyboards (2),
Hammond organ (2),
Wurlitzer electric piano (5, 6) •
Patrick Warren –
pump organ (2, 9),
Chamberlin (2, 9), keyboards (3, 4, 7, 9) •
Kenny White – Wurlitzer electric piano (4) •
David Barrett –
Mellotron (4) •
Malcolm Burn – keyboards (8), guitars (8), percussion (8) •
Charlie Sexton – acoustic guitar (1, 3, 5, 10), 12-string acoustic guitar (1), electric guitar (1–3),
steel guitar (1), drums (1, 3), harmony vocals (1, 5), acoustic piano (2),
loops (2), backing vocals (2, 6, 8),
6-string bass (3), percussion (3, 5, 8, 9), keyboards (5),
baritone guitar (5), bass guitar (5, 6, 8), cello (5, 7), violin (5), guitars (6–8), 12-string guitar (6),
slide guitar (6, 10),
Leslie guitar (7), live guitar loops (7),
bouzouki (7, 9), Wurlitzer electric piano (8), pump organ bass (9),
resonator guitar (9), electric upright bass (9) •
Danny Kortchmar – guitars (4) • Bill Dillon – guitars (8) •
Shane Fontayne – Fender 6-string bass guitar (1, 6), guitars (2, 4),
tremolo guitar (3), acoustic guitar (5),
National guitar (7), baritone guitar (9) •
Jennifer Condos – bass guitar (1, 2, 4–6) •
Sebastian Steinberg –
acoustic bass (3),
electric upright bass (7) •
Greg Cohen – acoustic bass (10) •
Jay Bellerose – drums (2, 3, 5, 7, 9) •
Jim Keltner – drums (2–5, 7, 9) • Jerome Smith – trombone (3, 9) •
Ephraim Owens – trumpet solo (2), trumpet (3),
flugelhorn (9) • Tosca String Quartet – strings (10) • Stephen Barber – string arrangements (10) • Paulette McWilliams – backing vocals (2, 5) • Cindy Mizelle – backing vocals (1) •
Charley Drayton – backing vocals (2, 8), drums (6, 8, 10) •
Amy Helm – backing vocals (3) •
Rose Stone – backing vocals (3) •
The Holmes Brothers – backing vocals (4, 9) •
Sharon Bryant – backing vocals (5) •
Shelby Lynne – backing vocals (5), harmony vocals (7) •
N'Dea Davenport – backing vocals (8) == Production ==