Jack Grace - guitar, banjo vocals

J Granelli - bass

Drew Glackin - lap steel

Bob Hoffnar - pedal steel on "Hang On"

Russ Meissner - drums

Neil Thomas - piano, organ

Alexis Thomason - backing vocals: "CIgarettes," "Hang On," "Stayin' Out All Night"

Jack Hardy - backing vocals: "Hang On," "Stayin' Out All Night"

Recorded and mixed at Studio 900 NYC in 2001 by Joe Johnson