Label : Red Pajamas Records
Side 101 - Whispering Man (Steve Goodman & Michael Smith)
02 - Mind Over Matter (Steve Goodman)
03 - God Bless Our Mobile Home (Steve Goodman)
04 - Millie Make Some Chili (Billy Vera & L. Russell Brown)
05 - In Real Life (Steve Goodman & Bill LaBounty)
Side 2
01 - (Now And Then There's) A Fool Such As I (Bill Trader)
02 - Don't Get Sand In It (Steve Goodman & Sean Kelly)
03 - The Dutchman (Michael Smith)
04 - Colorado Christmas (Steve Goodman)
05 - My Funny Valentine (Richard Rodgers & Lorenz Hart)
Executive Producers : Al Bunetta & Dan Eisntein
Production Coordinator : Dawn Bunetta
Mastered by Bernie Grundman for Bernie Grundman Mastering
Assembled by Marnie Riley at Conway Studios
Side 1
01 - Whispering Man
Produced & Arranged by Peter Bunetta & Rick Chudacoff for Ripe Productions
Originally Recorded at Chicago Recording Company by Hank Neuberger
Additional Recording at The Bunny Hop by Frank Wolf
Mixed at Conway Studios by Darren Klein
Assisted by Marnie Riley
Steve Goodman : Vocal, Mandola
Michael Smith : Acoustic Guitar, Background vocals
Bill Elliott : Keyboards
Brian Ray : Electric Guitar
Peter Bunetta : Drums, Percussion
Rick Chudacoff : Bass
Brad Buxer : Synthesizer & Drum Programming
Leslie Smith, Tim Stone : Background vocals
02 - Mind Over Matter
Produced & Arranged by Peter Bunetta & Rick Chudacoff for Ripe Productions
Recorded at Alpha Studios by Gary Brandt
Steve Goodman : Vocal
Peter Bunetta : Drums
Rick Chudacoff : Bass
Jeff 'Skunk' Baxter : Electric Guitar
Bill Elliott : Keyboards
Jim Rothermel : Sax
03 - God Bless Our Mobile Home
Recorded at WFMT Radio by Hank Neuberger & Rich Warren
Steve Goodman : Vocal, Acoustic Guitar
Jethro Burns : Mandolin
04 - Millie Make Some Chili
Produced & Arranged by Peter Bunetta & Rick Chudacoff for Ripe Productions
Recorded at Alpha Studios by Gary Brandt
Steve Goodman : Vocal
Peter Bunetta : Drums
Rick Chudacoff : Bass
Jeff 'Skunk' Baxter : Electric Guitar
Bill Elliott : Keyboards
05 - In Real Life
Produced & Arranged by Jim Tullio
Originally Recorded at Alpha Studios by Gary Brandt
Additional Recording at Streeterville Studios by Tim Hale
Assisted by Jay Shidliday
Mixed at Conway Studios by Daren Klein
Assisted by Marnie Riley
Steve Goodman : Vocal, Acoustic Guitar
Billy Ruppert : Electric Guitar
Bob Rants : Piano, Synclavier Strings
Steve Rodby : Bass
Robert Bowker, Bonnie Herman, Vicki Hubly : Background vocals
Side 2
01 - (Now And Then There's) A Fool Such As I
Recorded at WFMT Radio by Hank Neuberger & Rich Warren
Steve Goodman : Vocal, Acoustic Guitar
Jethro Burns : Mandolin
02 - Don't Get Sand In It
Produced by Steve Goodman for Red Pajamas Records
Recorded at Alpha Studios by Gary Brandt
Steve Goodman : Vocal, Acoustic Guitar
Peter Bunetta : Drums
Ron Murray : Bass
Mitch Perry : Electric Guitar
The Radiators : Background vocals
Joe Pusateri : Drums, Percussion
Mark Colby : Sax
Robert Bowker, Bonnie Herman, Vicki Hubly : Background vocals
03 - The Dutchman
Recorded at The Chesnut Cabaret, Philadelphia, PA
Steve Goodman : Vocal, Acoustic Guitar
04 - Colorado Christmas
Produced & Arranged by Jim Tullio
Originally Recorded at Alpha Studios by Gary Brandt
Additional Recording at Streeterville Studios by Tim Hale
Assisted by Jay Shidliday
Mixed at Conway Studios by Daren Klein
Assisted by Marnie Riley
Steve Goodman : Vocal, Mandola
Steve Rodby : Upright Bass
Joe Pusateri : Drums, Percussion
Howard Levy : Harmonica
Jim Tullio : Manual Percussion
05 - My Funny Valentine
Recorded at Al Bunetta Management (between phone calls)
Steve Goodman : Vocal, Acoustic Guitar
