01 - This Fall (Joseph Williams & Steve Lukather)
02 - Do 'Ya (Joseph Williams, David Paich & Bobby Kimball)
03 - It's A Far Cry (Joseph Williams, Chris Eaton & David Harris)
04 - Yeah, Yeah, Yeah (If I Seem To Wander) (Joseph Williams, Mark T. Williams & Hannah Ruick)
05 - I Know What I Know (Joseph Williams & Jay Gruska)
06 - She Walked (Joseph Williams & Richie Zito)
07 - Wonder At All (Joseph Williams)
08 - You Don't Know What's Coming (Joseph Williams, David Harris & Bob Birch)
09 - Hush (Joseph Williams)
10 - Don't Pull The Plug (Joseph Williams & Mark T. Williams)
11 - Angelie (Joseph Williams & Steve Porcaro)
12 - Tell Me Something New (Joseph Williams & Mark T. Williams)
13 - Far Away (Joseph Williams & Amye Williams)
14 - I Luv U Goodbye (Joseph Williams)
Produced by Joseph Williams
Executive Producers : Joey Carbone & Kaz Hori
Recording Studios : Citrus Studio, Jungle Room, Digby Road, ATS Studios, Skippy Studios, Porcara Musica, Amazza Music Studio, Kakito Studios, Anynomous Studio & Zito ADR
Recording Engineers : Ebuit Cervantes, Joseph Williams, David Paich, Anthony Mazza, Steve Porcaro, David Harris, Hannah Ruick, Joey Carbone & Richie Zito
Mixed by Brian Reeves at Jungle Room Studios
Assistant Mix Engineer : Adam Strauss
Jungle Room Intern : Eric Pham
Mastering by Masami Kanda
01 - This Fall
Produced by Joseph Williams
Arranged by Joseph Williams & Steve Lukather
Guitars : Steve Lukather
Drums : Emmanuel Cervantes
Vocals, Keyboards & Programming : Joseph Williams
Bass : Joe Stanley
02 - Do 'Ya
Produced & Arranged by Joseph Williams
Grand Piano & Hammond B-3 Organ : David Paich
Keyboards & Programming : Joseph Williams
Guitars : Anthony Mazza
Drums : Emmanuel Cervantes
Vocals : Joseph Williams, Bobby Kimball & David Paich
Bass : Sean Barrett & Joe Stanley
03 - It's A Far Cry
Produced & Arranged by Joseph Williams
Guitars : Steve Lukather
Piano : Chris Eaton & Joseph Williams
Drums : Emmanuel Cervantes
Vocals & Programing : Joseph Williams
Bass : Joe Stanley
04 - Yeah, Yeah, Yeah (If I Seem To Wander)
Produced & Arranged by Joseph Williams
Guitars : Anthony Mazza
Vocals, Keyboards & Programming : Joseph Williams
Drums & Tambourine : Emmanuel Cervantes
Bass : J. Willy
Backing vocals : Joseph Williams, Bobby Kimball & Hannah Ruick
05 - I Know What I Know
Produced by Joseph Williams
Arrangement by Jay Gruska
Guitars : Anthony Mazza
Vocals, Keyboards & Programming : Joseph Williams
Backing vocals : Hannah Ruick & Joseph Williams
Circus Vocal Effects : Hannah Ruick, Emma Ray Williams & Joseph Williams
06 - She Walked
Produced & Arranged by Joseph Williams & Richie Zito
Guitars : Richie Zito & Anthony Mazza
Guitar Solo : Richie Zito
Vocals, Keyboards & Programming : Joseph Williams
Drums : Emmanuel Cervantes
Bass : Sean Barrett
Backing vocals : Joseph Williams & Joey Carbone
Hand Claps : Alan Waddington, Emmanuel Cervantes, Ewen Williams, David Schlitt, Jared Schlitt, Joey Carbone & Joe Stanley
07 - Wonder At All
Produced & Arranged by Joseph Williams
Guitars : Anthony Mazza & S.N. Walsh
Vocals, Keyboards & Programming : Joseph Williams
Drums : Emmanuel Cervantes
Bass : Joe Stanley
08 - You Don't Know What's Coming
Produced by Joseph Williams
Arranged by Joseph Williams, Bob Birch & David Harris
Guitars : Anthony Mazza
Piano : David Harris
Vocals, Additional Keyboards & Programming : Joseph Williams
Drums : Emmanuel Cervantes
Bass : Bob Birch
09 - Hush
Produced & Arranged by Joseph Williams
Vocals, Keyboards & Programming : Joseph Williams
Guitars : Anthony Mazza
10 - Don't Pull The Plug
Produced & Arranged by Joseph Williams & Mark T. Williams
Guitars : Anthony Mazza & Mark T. Williams
Drums, Keyboards & Bass : Mark T. Williams
Vocals : Joseph Williams
11 - Angelie
Produced & Arranged by Steve Porcaro
Keyboards & Programming : Steve Porcaro
Guitars : Steve Lukather
Drums : Rick Marotta
Vocals : Joseph Williams
Backing vocals : Joseph Williams & Steve Porcaro
Bass : Steve Porcaro
12 - Tell Me Something New
Produced & Arranged by Joseph Williams & Mark T. Williams
Guitars : Anthony Mazza, Ewen Williams & Mark T. Williams
Keyboards : Joseph Williams & Mark T. Williams
Vocals : Joseph Williams
Drums & Bass : Mark T. Williams
Backing vocals : Joseph Williams & Mark T. Williams
13 - Far Away
Produced & Arranged by Joseph Williams
Vocals, Keyboards & Programming : Joseph Williams
14 - I Luv U Goodbye
Produced & Arranged by Joseph Williams
Vocals, Keyboards & Programming : Joseph Williams