Label : Universal South
01 - The Impossible* (Kelley Lovelace & Lee Thomas Miller)02 - Joe's Place (Mike Dekle & Byron Hill)
03 - Brokenheartsville (Randy Boudreaux, Clint Daniels, Donny Kees & Blake Mevis)
04 - She Only Smokes When She Drinks* (Connie Harrington, Tony Martin & Tim Nichols)
05 - Everything's A Thing (Joe Nichols, Steve Dean & Wil Nance)
06 - That Would Be Her (Reed Nielsen & Jeffrey Steele)
07 - Cool To Be A Fool* (Joe Nichols, Steve Dean & Wil Nance)
08 - Can't Hold A Halo To You (Joe Nichols & Don Sampson)
09 - You Can't Break The Fall (Mark McClug & Jerry Salley)
10 - You Ain't Heard Nothin' Yet (Tony Haselden & Tim Mensy)
11 - Life Don't Have To Mean Nothin' At All (Tom T. Hall)
12 - Man With A Memory (Charlie Black & Rory Michael Bourke)
Produced by Brent Rowan
Recorded by Ben Fowler at Ocean Way Studios, Nashville, TN
Assistant Engineer : David Bryant
*Recorded by Chris Latham at EMI Studios, Nashville, TN
Additional Recording by :
Chip Matthews at Tin Ear Studios, Nashville, TN
Assistant Engineer : Heath Stimmel
Ed Seay at OmniSound Studios, Nashville, TN
Assistant Engineers : David Bryant & Eric Tonkin
David Bryant & Brent Rowan at EMI Studios, Nashville, TN
Mixed by Ed Seay at Cool Tools Audio, Nashville, TN
Transfers by Rodney Dawson
Mastered by Eric Conn & Jonathan Russell at Independent Mastering, Nashville, TN
A&R Direction : Mike Owens
01 - The Impossible
Drums : Shannon Forest
Bass : David Hungate
Keyboards : Tim Lauer
Electric Guitar, Acoustic Guitar, Tiple : Brent Rowan
Percussion : Eric Darken
Background vocals : Liana Manis, Harry Stinson
02 - Joe's Place
Drums : Shannon Forest
Bass : David Hungate
Fender Rhodes : Tim Lauer
Acoustic Guitar, Mandolin : Bryan Sutton
Pedabro : Mike Johnson
Electric Guitar : Brent Rowan
Fiddle : Aubrey Haynie
Percussion : Eric Darken
Background vocals : Vince Gill
03 - Brokenheartsville
Drums : Shannon Forest
Bass : David Hungate
Acoustic Piano : Gordon Mote
Organ : Tim Lauer
Acoustic Guitar, Mandolin : Bryan Sutton
Steel Guitar : Dan Dugmore
Electric Guitar, Baritone Guitar, Acoustic Guitar : Brent Rowan
Fiddle : Aubrey Haynie
Percussion : Eric Darken
Background vocals : Wes Hightower
04 - She Only Smokes When She Drinks
Drums : Shannon Forest
Bass : David Hungate
Organ : Tim Lauer
Steel Guitar : Dan Dugmore
Electric Guitar, Acoustic Guitar : Brent Rowan
Percussion : Eric Darken
Background vocals : Liana Manis, Harry Stinson
05 - Everything's A Thing
Drums : Shannon Forest
Bass : David Hungate
Wurlitzer : Tim Lauer
National Duolian : Bryan Sutton
Electric Guitars : Brent Rowan
Background vocals : Joe Nichols, Wes Hightower, Brent Rowan
06 - That Would Be Her
Drums : Vinnie Colaiuta
Bass : David Hungate
Wurlitzer : Shane Keister
Harmonium, Accordion, Mellotron : Tim Lauer
Steel Guitar : John Hughey
Gut String, High String Guitar, Tiple : Brent Rowan
Percussion : Eric Darken
Background vocals : Wes Hightower
07 - Cool To Be A Fool
Drums : Shannon Forest
Bass : David Hungate
Acoustic Piano : Gordon Mote
Organ, Accordion : Tim Lauer
Acoustic Guitar, Banjo : Bryan Sutton
Electric Guitar : Brent Rowan
Fiddle : Aubrey Haynie
Background vocals : Wes Hightower
08 - Can't Hold A Halo To You
Drums : Shannon Forest
Bass : David Hungate
Keyboards : Tim Lauer
Steel Guitar : Dan Dugmore
Electric Guitar, Baritone Guitar, Acoustic Guitar : Brent Rowan
Percussion : Eric Darken
Background vocals : Liana Manis, Harry Stinson
09 - You Can't Break The Fall
Drums : Shannon Forest
Bass : David Hungate
Acoustic Piano : Gordon Mote
Organ : Tim Lauer
Acoustic Guitar : Bryan Sutton
Steel Guitar : Tommy White
Fiddle : Aubrey Haynie
Background vocals : Wes Hightower
10 - You Ain't Heard Nothin' Yet
Drums : Shannon Forest
Bass : David Hungate
Organ : Tim Lauer
Acoustic Piano : Gordon Mote
Acoustic Guitar : Bryan Sutton
Steel Guitar : John Hughey
Electric Guitar : Brent Rowan
Fiddle : Aubrey Haynie
Percussion : Eric Darken
Background vocals : Liana Manis, Harry Stinson
11 - Life Don't Have To Mean Nothin' At All
Drums : Shannon Forest
Bass : David Hungate
Acoustic Guitar : Bryan Sutton
Mandolin : Chris Thilme
Dobro : Jerry Douglas
Background vocals : Vince Gill
12 - Man With A Memory
Drums : Vinnie Colaiuta
Bass : David Hungate
Wurlitzer : Shane Keister, Tim Lauer
Electric & Acoustic Guitars : Brent Rowan
Percussion : Eric Darken
Background vocals : Wes Hightower