1. My Biggest Fan x.mp3
2. No Sure Way x.mp3
3. Had To Be Her
4. Hank and Fred x.mp3
5. Half Fist
6. To Be On TV
7. God’s Country
8. Make Your Mother Mad
9. When You Leave
10. Nanny
11. Here Come the Choppers x.mp3
12. Things

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”