| A1 |
Things That Scare MeBanjo – Jon RauhouseDrums – John ConvertinoGuitar [12-string] – Dallas GoodGuitar [Tenor], Acoustic Guitar, Organ [Pump] – Joey BurnsVocals – Neko*Written-By – N. Case*, Tom V. Ray* |
| A2 |
Deep Red BellsArranged By – N. Case*Arranged By, Double Bass – Tom V. Ray*Drums – John ConvertinoElectric Guitar, Guitar [Baritone] – Dallas GoodRecorded By [Some Vocals] – Darryl Neudorf, John AnayaSteel Guitar [Pedal] – Jon RauhouseVocals, Acoustic Guitar, Electric Guitar [Tenor], Electric Guitar, Vocals [Harmony], Tambourine – Neko* |
| A3 |
Outro With BeesCello – Joey BurnsPiano, Organ [Pump] – Howe GelbVocals, Acoustic Guitar [Tenor] – Neko* |
| A4 |
Lady PilotBass [Electric, Bowed] – Joey BurnsDrums – John ConvertinoOrgan – Howe GelbSteel Guitar [Pedal] – Jon RauhouseVocals [All], Electric Guitar [Tenor], Acoustic Guitar [Tenor] – Neko* |
| A5 |
TightlyDouble Bass – Tom V. Ray*Drums – John ConvertinoElectric Guitar, Acoustic Guitar, Vibraphone – Joey BurnsGuitar [Baritone] – Brian ConnellyVocals, Acoustic Guitar [Tenor], Piano – Neko* |
| A6 |
Look For Me (I'll Be Around)Acoustic Guitar, Vibraphone, Double Bass – Joey BurnsDrums – John ConvertinoElectric Guitar – Dallas GoodOrgan – Howe GelbSteel Guitar [Pedal] – Jon RauhouseVocals – Neko*Written-By – Guy Wood, Dee Sylvia* |
| B7 |
Stinging VelvetDouble Bass – Tom V. Ray*Drums – John ConvertinoElectric Guitar – Dallas GoodSteel Guitar [Pedal] – Jon RauhouseVocals, Acoustic Guitar [Tenor], Electric Guitar [Tenor] – Neko* |
| B8 |
Pretty GirlsAcoustic Guitar [Tenor], Electric Guitar [Tenor], Electric Guitar [6-string], Saw – Neko*Arranged By – N. Case*Arranged By, Double Bass – Tom V. Ray*Banjo – Jon RauhouseCello – Joey BurnsDrums – John ConvertinoElectric Guitar – Dallas Good |
| B9 |
I Missed The PointAcoustic Guitar, Electric Guitar – Dallas GoodDouble Bass – Tom V. Ray*Drums – John ConvertinoGuitar [Hawaiian] – Jon RauhouseVocals, Acoustic Guitar [Tenor] – Neko* |
| B10 |
BlacklistedDouble Bass – Tom V. Ray*Drums – John ConvertinoElectric Guitar – Dallas GoodPiano, Electric Piano [Wurlitzer] – Howe GelbSteel Guitar [Pedal] – Jon RauhouseVocals, Acoustic Guitar [Tenor], Electric Guitar [Tenor], Electric Guitar – Neko* |
| B11 |
I Wish I Was The MoonAccordion, Bass [Electric], Acoustic Guitar – Joey BurnsArranged By – J. Rauhouse*, N. Case*Drums – John ConvertinoSteel Guitar [Pedal] – Jon RauhouseVocals, Acoustic Guitar [Tenor], Tambourine – Neko* |
| B12 |
Running Out Of FoolsAcoustic Guitar, Double Bass – Joey BurnsBacking Vocals [Sexy] – Kelly HoganElectric Guitar, Guitar [Baritone] – Dallas GoodOrgan, Piano – Howe GelbSteel Guitar [Pedal] – Jon RauhouseVocals, Drums, Percussion – Neko*Written-By – Kay Rogers, Richard Alhert* |
| B13 |
Ghost WritingCello – Joey BurnsDouble Bass – Tom V. Ray*Drums – John ConvertinoElectric Guitar – Dallas GoodSteel Guitar [Pedal], Banjo – Jon RauhouseVocals [Harmony], Backing Vocals – Mary Margaret O'HaraVocals, Acoustic Guitar [Tenor] – Neko* |
| B14 |
Outro With Bees Reprise |
All songs recorded at Wavelab in Tucson, AZ February, March 2001 + February 2002 except vocals on B7, B8 and some vocals on A2 and B10 recorded at Prairie Sun Studios in Cotati, CA in January 2002.