art direction Frank Olinsky
booking ITB
booking The M.O.B. Agency
booking [itb] Mike Dewdney
booking [mob agency] Mitch Okmin
legal Josh Grier
liner notes Adam Schlesinger
liner notes Chris Collingwood
liner notes Fountains Of Wayne
management Q Prime Inc.
mastered by George Marino
performer [fountains of wayne] Adam Schlesinger
performer [fountains of wayne] Brian Young
performer [fountains of wayne] Chris Collingwood
performer [fountains of wayne] Jody Porter
photography by [photos by], illustration [illustrations by] Audrey Marpol Jackson
photography by [photos by], illustration [illustrations by] Fountains Of Wayne
photography by [photos by], illustration [illustrations by] Giles Duley
photography by [photos by], illustration [illustrations by] Jef Mallett
photography by [photos by], illustration [illustrations by] Joel Benjamin
photography by [photos by], illustration [illustrations by] Joseph Cultice
photography by [photos by], illustration [illustrations by] Neal Casal
photography by [photos by], illustration [illustrations by] Rafael Fuchs
photography by [photos by], illustration [illustrations by] Ward Sutton
public relations [publicity] Big Hassle
public relations [publicity] Ken Weinstein
Record Company EMI
Phonographic Copyright (p) Virgin Records America, Inc.
Copyright (c) Virgin Records America, Inc.
Manufactured By Virgin Records
Published By Monkey Demon Music
Published By Vaguely Familiar Music
Published By EMI Music Publishing
Published By Awkward Paws Music
Published By Universal Music Publishing
Published By New Hidden Valley Music
Published By Casa David
Published By Anne-Rachel Music Corp.
Published By Zomba Enterprises
Published By Unichappell
Published By Rachel's Own Music
Published By Open Window Music
Published By Complete Music Ltd.
Recorded At Seedy Underbelly
Recorded At Stratosphere Sound
Recorded At The Big House, NYC
Recorded At The Place
Recorded At Room With A Jew
Recorded At Destructopuss
Recorded At Veterans Memorial Coliseum, Jacksonville Florida
Recorded At Q Division Studios
Recorded At The Reading Festival
Recorded At Elevator Studios
Recorded At Compositions
Engineered At The Big House, NYC
Engineered At The Place
Mixed At South Beach Studios
Mixed At The Big House, NYC
Mixed At The Place
Mastered At Sterling Sound
Glass Mastered At Cinram, Richmond, IN
Glass Mastered At Cinram, Richmond, IN
Track 1-1:
Courtesy of National Public Radio, Terry Gross and Ken Tucker

Track 1-2:
Recorded at Seedy Underbelly, North Hollywood CA and Stratosphere Sound, NYC February 2005
Mixed at South Beach Studios, Miami FL
Previously unreleased

Track 1-3:
Recorded at The Big House and The Place, NYC summer 1998
Appeared on International Pop Overthrow Volume 3 (Not Lame Records) 2000

Track 1-4:
Recorded at The Place, NYC November 1996
Bonus track on Radiation Vibe international single 1997

Track 1-5:
Recorded at The Place, NYC November 1996
Bonus track on Radiation Vibe international single 1997

Track 1-6:
Recorded at Stratosphere Sound, NYC summer 2004
Bonus track on the Hey Julie international single 2004

Track 1-7:
Engineered and mixed at The Big House, NYC July 1998
Bonus track on the Japanese version of Utopia Parkway LP, and on the Denise international single 1999

Track 1-8:
Recorded at Room With A Jew, NYC spring 1999
Bonus track on the Troubled Times international single and Japanese ep 1999

Track 1-9:
Recorded at Destructopuss, Northampton, MA fall 1999
Bonus track on the Denise international single 1999

Track 1-10:
Recorded at Destructopuss, Northampton, MA fall 1999
Bonus track on the Red Dragon Tattoo international single 1999

Track 1-11:
4 track demo
Bonus track on Survival Car international single 1997

Track 1-12:
Recorded at Stratosphere Sound, NYC August 2003
Bonus track on the Stacy's Mom international single 2003

Track 1-13:
Engineered and mixed at The Place, NYC August 1997
Bonus track on the Barbara H. international single 1997

Track 1-14:
Recorded live at The Jacksonville Coliseum, Jacksonville FL January 1997
Bonus track on Sink To The Bottom international single 1997

Track 2-1:
Courtesy of 90.7 WFUV-FM and Claudia Marshall

Track 2-2:
Recorded at Seedy Underbelly, North Hollywood CA and Stratosphere Sound, NYC February 2005
Previously unreleased

Track 2-3:
Recorded at Room With A Jew, NYC January 1999
Previously unreleased

Track 2-4:
Recorded at Q Division, Boston, MA and Stratosphere Sound, NYC February 2002
Bonus track on the Japanese Welcome Interstate Managers LP and Stacy's Mom international single 2003

Track 2-5:
Engineered at The Place, NYC spring 1997
Bonus track on Survival Car international single 1997

Track 2-6:
Mixed at The Place NYC 1994?
Bonus track on Sing To The Bottom international single 1997

Track 2-7:
Recorded at Destructopuss, Northampton MA 1999
Bonus track on the Red Dragon Tattoo international single 1999

Track 2-8:
Recorded live at the Reading Festival, UK, August 1997
Mixed at The Place, NYC
Bonus track on Barbara H. international single 1997

Track 2-9:
Recorded at Room With A Jew, NYC 1999
Bonus track on the Troubled Times international single and Japanese ep 1999

Track 2-10:
Recorded at Elevator Studios, Liverpool, UK summer 1997
Released as a UK and US holiday single 1997

Track 2-11:
Engineered and mixed at The Place, NYC October 1997
Bonus track on the I Want An Alien For Christmas single 1997

Track 2-12:
Justifiably hidden track on the I Want An Alien For Christmas single 1997

Track 2-13:
Recorded at Stratosphere Sound, summer 2004
Bonus track on the Hey Julie international single 2004

Track 2-14:
Engineered and mixed at The Big House, NYC spring 1998
Previously unreleased

Track 2-15:
Recorded at Compositions, NYC 1994?
Previously unreleased

Track 2-16:
Recorded at The Place, NYC November 1996
Bonus track on Radiation Vibe international single 1997

Tracks 1-2, 1-6, 2-2, 2-4, 2-14, 2-15: Published by Monkey Demon Music (BMI)/Vaguely Familiar Music (ASCAP).
Tracks 1-3 to 1-5, 1-7 to 1-11, 1-13, 2-5, 2-6, 2-8, 2-10 to 2-12, 2-16: Published by Monkey Demon Music /EMI Music Publishing (BMI)/Awkward Paws Music/Universal Music Publishing (ASCAP)
Track 1-12: Published by New Hidden Valley Music (ASCAP)/Casa David (ASCAP)
Track 1-14: Published by Anne-Rachel Music Corp (ASCAP)
Track 2-3: Published by Zomba Enterprises (ASCAP)
Track 2-7: Published by Unichappel (BMI)/Rachel's Own Music (ASCAP)
Track 2-9: Published by Open Window Music (ASCAP)
Track 2-13: Published by Complete Music Ltd.

Mastered at Sterling Sound, NYC

Playboy cover from the April 2004 Edition of Playboy Magazine © 2004 Playboy.

℗ & © 2005 Virgin Records America, Inc.
Printed in the USA.
Barcode: 724357698726 (Scanned)
Barcode: 7 2435-76987-2 6 (Text)
Other: 0946 3 11604 2 4 (Disc 1 code)
Other: 0946 3 11605 2 3 (Disc 2 code)
Matrix / Runout: A 7301 094631160424 F50609-02 (Disc 1, variant 1)
Mastering SID Code: L384 (Disc 1, variant 1)
Mould SID Code: ifpi 1685 (Disc 1, variant 1)
Matrix / Runout: A 7301 094631160424 F50609-02 M1S2 (Disc 1, variant 2)
Mastering SID Code: L384 (Disc 1, variant 2)
Mould SID Code: IFPI6100 (Disc 1, variant 2)
Matrix / Runout: A 7301 094631160523 D50510-10 (Disc 2, variant 1)
Mastering SID Code: L388 (Disc 2, variant 1)
Mould SID Code: IFPI 1690 (Disc 2, variant 1)
Matrix / Runout: A 7301 094631160523 D50510-10 M1S1 (Disc 2, variant 2)
Mastering SID Code: L388 (Disc 2, variant 2)
Mould SID Code: IFPI6100 (Disc 2, variant 2)
Rights Society: BMI
Rights Society: ASCAP