Produced by Lee Townsend
A Songline/Tone Field Production
Recording and Mixing Engineer: Shawn Pierce
Mastering Engineer: Greg Calbi
Production Assistance: Adam Blomberg
Recorded at Mad Dog Studios, Burbank, CA (assistant engineer: Ryan Mall)
Additional recording at The Factory, Vancouver, B.C. (assistant engineer: Sheldon Zaharko)
Mixed at MX Solutions, Vancouver, B.C.
Mastered at Sterling Sound
Cover Illustration: Steve Vance Photos: Michael Wilson
All songs by III, Snowden Music Inc. ascap
Sovereign Artists
Loudon Wainwright III – vocals, acoustic guitar, 5-string banjo
Bill Frisell – electric guitar
Greg Leisz – lap steel, pedal steel, mandolin, electric guitar
David Piltch – acoustic and electric bass
Jim Keltner – drums, percussion
Additional musicians:
Coco Love Alcorn – vocals on “Hank and Fred” and “Had to Be Her”
Chris Gestrin – wurlitzer on “Had to Be Her”, organ on “Make Your Mother Mad”