Label : Aware Records
01 - Runaway Feeling (Shawn Mullins, Matthew Sweet & Peter Droge)02 - I Can't Remember (Shawn Mullins, Matthew Sweet & Peter Droge)
03 - Blue (Mark Olson & Gary Louris)
04 - Think It Over (Shawn Mullins, Matthew Sweet & Peter Droge)
05 - Thorns (Shawn Mullins, Matthew Sweet & Peter Droge)
06 - No Blue Sky (Shawn Mullins, Peter Droge, Marshall Altman & Glen Phillips)
07 - Now I Know (Matthew Sweet)
08 - Dragonfly (Shawn Mullins, Matthew Sweet & Peter Droge)
09 - Long, Sweet Summer Night (Shawn Mullins, Matthew Sweet & Peter Droge)
10 - I Told You (Shawn Mullins, Matthew Sweet & Peter Droge)
11 - Such A Shame (Shawn Mullins, Matthew Sweet & Peter Droge)
12 - I Set The World On Fire (Shawn Mullins, Matthew Sweet & Peter Droge)
13 - Among The Living (Shawn Mullins, Matthew Sweet & Peter Droge)
Matthew Sweet : Vocals, Bass, Acoustic & Electric Guitars, Vihuela, Baritone Ukulele, Marxophone, Keyboards, Percussion
Shawn Mullins : Vocals, Acoustic & Electric Guitars, Vihuela, Keyboards, Percussion, Dulcimer
Peter Droge : Vocals, Acoustic, Electric & Baritone Guitars, Ukelin, Keyboards & Zildjians
Jim Keltner : Drums
Greg Leisz : Mandola, Mandolin, Pedal Steel Guitar, Lap Steel Guitar, 12-String Electric Guitar, Electric Dulcimer
Brendan O'Brien : Acoustic & Electric Guitars, Bass, Hurdy Gurdy, Marxophone, Bass Harmonica, Keyboards, Percussion
Roy Bittan : Piano, Electric Piano
Ricky Keller : Arranged & Conducted Strings "Now I Know" & "Blue"
Paul Buckmaster : Arranged & Conducted Strings "No Blue Sky"
Produced & Mixed by Brendan O'Brien
Recorded by Nick Didia
Second Engineer : Karl Egsieker
Additional Engineering by Billy Bowers
Recorded & Mixed at Southern Tracks Studios, Atlanta, Georgia
Mastered by Bob Ludwig at Gateway Mastering
Strings on "No Blue Sky" Recorded at Master Fonics, in Nashville, TN
Orchestral Engineer : Dan Rudin
Contractor : Pamela Sixfin
Baritone Ukulele on "Now I Know"
Recorded by Alex Lowe at Southern Living at Its Finest Recording Studio
