Patricia Barber - vocals, piano
Michael Arnopol - bass
John McLean - guitars
Mark Walker - drums, percussion, body parts

-What A Shame - lyrics
-Mourning Grace
-The Thrill Is Gone
-Romanesque
-Yellow Car III
-Wood Is A Pleasant Thing To Think About -lyrics
-Inch Worm
-Ode To Billy Joe
-Too Rich For My Blood -lyrics
-A Taste Of Honey
-Nardis
-Manha De Carnaval

Recorded and mixed at
Chicago Recording Company, Studio 5
Chicago, IL on
June 28th-30th and July 1st, 1994 Produced By Patricia Barber
Executive Producer: Michael Friedman