01 - If Anybody Sees My Girl (Tom Kell & Bob Carpenter)
02 - The Chapel (Tom Kell & Kenny Edwards)
03 - Blue Telephone* (Tom Kell & Bob Carpenter)
04 - The Jewels In The Crown (Tom Kell & Bob Carpenter)
05 - Somewhere A River (Tom Kell & Bob Carpenter)
06 - Thunder And Lightning* (Tom Kell)
07 - It Doesn't Matter (Tom Kell & Bob Carpenter)
08 - A Tear About To Fall* (Tom Kell)
09 - The Distance* (Tom Kell & Bob Carpenter)
10 - Drivin' Alone (Tom Kell)
11 - LA To Angeltown (Tom Kell)
Produced by Bob Carpenter & Kenny Edwards
Recorded & Mixed at Capitol Studios, Hollywood by Charlie Paakkari
*Recorded by Peter Doell
Assistant Engineer : Frank Vialy
Mastered by Wally Traugott at Capitol Studios Hollywood
The Players :
Tom Kell : Lead vocals, Harmony vocals & Acoustic Guitar
Kenny Edwards : Electric & Acoustic Lead Guitars, Mandolin & Backing vocals, Bass on "It Doesn't Matter" & "LA To Angeltown"
Bob Carpenter : Keyboards, Accordion, Percussion, Harmony & Backing vocals
Bob Glaub : Bass
Russ Kunkel : Drums & Brushes On A Cardboard Box on "Blue Telephone"
Novi Novog : Viola on "It Doesn't Matter"
David Lindley : Lap Steel Guitar on "Thunder And Lightning" & Wisenbourn Guitar on "A Tear About To Fall"
Karla Bonoff & Wendy Waldman : Background vocals on "LA To Angeltown" & "Somewhere A River"