artwork Nathaniel Russell
tracks 2, 6 bass Daniel Schact
tracks 1, 4, 5, 7 bass Michael Clare
tracks 3, 8 bass Ned Doherty
tracks 3 bongos, maracas Pat Thomas
tracks 3 celesta Matt Henry Cunitz
drums Pat Thomas
tracks 2, 3, 6 guitar Tim Plowman
tracks 1, 3, 4, 5, 7, 8 guitar, flute Erik Pearson
tracks 2, 6, 8 guitar, other [megaphone] Josh Pollock
tracks 2, 6, 8 igil Seth Augustus
tracks 1-7 lyrics by Alison Faith Levy
tracks 8 lyrics by David Bowie
mastered by Gary Hobish
tracks 2, 6 organ, piano Emery Dora
tracks 1, 2, 4, 5, 6, 7, 8 percussion Dave Mihaly
tracks 1, 4, 5, 7 piano [rhodes], synthesizer [oberheim] Michael Holt
producer Pat Thomas
producer [associate] Alison Faith Levy
tracks 1, 4, 5, 7 recorded by, mixed by Pat Thomas
tracks 2, 6 saxophone, clarinet, percussion Ralph Carney
tracks 8 synthesizer [moog] Matt Henry Cunitz
tracks 1, 4, 5, 7 tom tom [tom-toms] Dave Mihaly
tracks 1, 4, 5, 7 trumpet Marc Capelle
vocals Alison Faith Levy
tracks 8 vocals Erik Pearson
written-by, arranged by Mushroom
Recorded At Komotion International
Mixed At Black Eyed Pig Recording Studio
Manufactured By Sounds Good Ltd
Licensed To 4 Zero Records
Limited edition of 1000 copies in 6 panel digipak sleeve.

Songs # 1, 4, 5, 7 recorded to multi-track at Komotion studios, mixed at Black Eyed Pig.
Songs # 2, 6 live at 12 Galaxies, San Francisco, CA 2/12/04.
Song # 3 live at Pete's 881 Club, San Rafael, CA 11/30/02.
Song # 8 live at Hemlock Tavern, San Francisco, CA 8/21/05.

Barcode: 8 01082 03452 1
Matrix / Runout: SOUNDS GOOD-01189310700-FZ0003 @3
Mastering SID Code: IFPI LW03
Mould SID Code: IFPI AAHP6