Label : Equity Music Group
01 - Spend My Time (Clint Black & Hayden Nicholas)02 - We All Fall Down (Clint Black & Matt Rollings)
03 - My Imagination (Clint Black & Matt Rollings)
04 - She's Leavin' (Clint Black)
05 - Everything I Need (Clint Black & Hayden Nicholas)
06 - What Ever Happened (Clint Black & Hayden Nicholas)
07 - A Mind To (Clint Black & Hayden Nicholas)
08 - Just Like You And Me (Clint Black & Steve Dorff)
09 - The Boogie Man (Clint Black & Will Jennings)
10 - Someone Else's Tears (Clint Black & Gerry House)
11 - Haywire (Clint Black & Hayden Nicholas)
12 - A Lover's Clown (Clint Black & Steve Wariner)
Produced by Clint Black
Recorded at Oceanway Studios, Nashvillen TN & Conway Studios, Hollywood, CA
Additional Recording at Black's Lab, Nashville, TN
& Loud Recording, Nashville, TN
Mixed entirely at Black's Lab, Nashville, TN
Engineered by Julian King
Assisted by David Bryant & John Nelson
Additional Engineering by Ricky Cobble & Clint Black
Mixed by Julian King
"She's Leavin'" Mixed by Ricky Cobble
Mastered by Hank Williams at Mastermix, Nashville, TN
Production Coordination by Zack Berry
on "My Imagination" & "Just Like You And Me" Strings Recorded at Capitol Studios, Hollywood, CA
Arranged by Steve Dorff
Engineered by Elliot Scheiner
Assisted by Ricky Cobble, Charlie Paakkari & Will Donovan
01 - Spend My Time
Clint Black : Vocals, Background vocals
Hayden Nicholas : Electric Guitar
Eddie Bayers : Drums
Glenn Worf : Bass Guitar
Matt Rollings : Grand Piano
Biff Watson : Acoustic Guitar
Paul Franklin : Steel Guitar
Stuart Duncan : Fiddle
02 - We All Fall Down
Clint Black : Vocals, Harmonica, Background vocals
Steve Real : Background vocals
Matt Rollings : Grand Piano & Hammond Organ
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Banjo
Lenny Castro : Percussion
03 - My Imagination
Clint Black : Vocals
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Acoustic Guitar
Lenny Castro : Percussion
Paul Franklin : Steel Guitar
Wes Hightower : Background vocals
04 - She's Leavin'
Clint Black : Vocals, Electric Guitars
Hayden Nicholas : Electric Guitar
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Acoustic Guitar
Lenny Castro : Percussion
Paul Franklin : Steel Guitar
John Wesley Ryles : Background vocals
Lisa Cochran : Background vocals
05 - Everything I Need
Clint Black : Vocals, Background vocals, Electric Guitar
Hayden Nicholas : Electric Guitar
Matt Rollings : Wurlitzer
Eddie Bayers : Drums
Glenn Worf : Bass Guitar
Biff Watson : Acoustic Guitar
Paul Franklin : Steel Guitar
Stuart Duncan : Fiddle
06 - What Ever Happened
Clint Black : Vocals, Background vocals, Electric Guitar
Matt Rollings : Wurlitzer & Hammond Organ
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Acoustic Guitar
Lenny Castro : Percussion
Sonny Garrish : Steel Guitar
Jonathan Yudkin : Mandolin
Wes Hightower : Background vocals
07 - A Mind To
Clint Black : Vocals, Background vocals, Electric Guitar
Hayden Nicholas : Electric Guitar
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Acoustic Guitar
Lenny Castro : Percussion
Paul Franklin : Steel Guitar
Stuart Duncan : Fiddle
Steve Real : Background vocals
08 - Just Like You And Me
Clint Black : Vocals
Hayden Nicholas : Electric Guitar
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Acoustic Guitar
Lenny Castro : Percussion
Sonny Garrish : Steel Guitar
09 - The Boogie Man
Clint Black : Vocals, Background vocals, Harmonica
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Glenn Worf : Bass Guitar
Biff Watson : Acoustic Guitar
Brent Mason : Electric Guitar
Eric Darken : Percussion
Paul Franklin : Steel Guitar
Stuart Duncan : Fiddle
10 - Someone Else's Tears
Clint Black : Vocals
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Glenn Worf : Bass Guitar
Biff Watson : Acoustic Guitar
Brent Mason : Electric Guitar
Eric Darken : Percussion
Wes Hightower, Russell Terrell : Background vocals
11 - Haywire
Clint Black : Vocals, Background vocals
Hayden Nicholas : Electric Slide Guitar
Matt Rollings : Wurlitzer
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Resonator Guitar
Lenny Castro : Percussion
Steve Real : Background vocals
12 - A Lover's Clown
Clint Black : Vocals, Electric Guitar, Bass Harmonica
Steve Wariner : Classical Guitar
Matt Rollings : Grand Piano
John 'JR' Robinson : Drums
Abraham Laboriel : Bass Guitar
Dean Parks : Acoustic Guitar
Lenny Castro : Percussion
Jerry Douglas : Dobro
Wes Hightower, Russell Terrell : Background vocals