Track listing

1. "Lay Me Down" (Raymond) – 3:37
2. "Puppeteer" (Raymond) – 4:06
3. "Through Here Quite Often" (Crosby/Parks) – 4:05
4. "Grace" (Raymond) – 0:46
5. "Jesus of Rio" (Nash/Pevar) – 4:12
6. "I Surrender" (Cohn) – 4:15
7. "Luck Dragon" (Raymond/Crosby) – 4:45
8. "On the Other Side of Town" (Nash) – 3:35
9. "Half Your Angels" (Nash) – 5:05
10. "They Want It All" (Crosby) – 5:35
11. "How Does It Shine?" (Crosby) – 5:21
12. "Don't Dig Here" (Raymond/Nash/Kunkel) – 6:10
13. "Milky Way Tonight" (Nash) – 3:25
14. "Charlie" (Crosby/Parks) – 3:34
15. "Penguin in a Palm Tree" (Nash) – 3:50
16. "Michael (Hedges Here)" (Nash) – 2:41
17. "Samurai" (Crosby) – 1:42
18. "Shining on Your Dreams" (Nash/Kunkel) – 2:35
19. "Live on (the Wall)" (Flannery/Nash/Plunkett/Proffer) – 3:22
20. "My Country 'Tis of Thee" (traditional) – 1:43

Personnel

• David Crosby
  David Crosby
  David Van Cortlandt Crosby is an American guitarist, singer, and songwriter. In addition to his solo career, he was a founding member of three bands: The Byrds, Crosby, Stills & Nash , and CPR...
  
   - vocals, guitar
• Graham Nash
  Graham Nash
  Graham William Nash, OBE is an English singer-songwriter known for his light tenor vocals and for his songwriting contributions with the British pop group The Hollies, and with the folk-rock band Crosby, Stills, Nash & Young. Nash is a photography collector and a published photographer...
  
   - vocals, guitar, harmonica, piano
• Russell Kunkel - drums, percussion
• Leland Sklar
  Leland Sklar
  Leland "Lee" Bruce Sklar is an American musician, singer-songwriter and film score composer. A prominent bass guitarist, Sklar has contributed to thousands of albums as a session musician...
  
   - bass
• James Raymond - keyboards
• Dean Parks
  Dean Parks
  Dean Parks is an American session guitarist and record producer from Ft. Worth, TX.-Albums:Dean was member of The North Texas State One O'clock Lab Band before moving to Los Angeles to work with Sonny and Cher in 1970. Dean is best-known through his many contributions to albums by Steely Dan...
  
   - guitar
• Jeff Pevar
  Jeff Pevar
  Jeff Pevar is an American musician who has recorded and toured with hundreds of renowned artists and is a member of CPR with David Crosby. Although primarily a guitarist, he is also a multi-instumentalist, also playing bass, mandolin, lap steel, dobro and more...
  
   - guitar

• Arnold McCuller
  Arnold McCuller
  Arnold McCuller is an American vocalist, record producer, born and raised in Cleveland, Ohio. While establishing his own career as a singer, and working as a very busy session musician, McCuller has become best known for his work as a back-up singer for famous artists with long careers, including...
  
   - background vocals on "Penguin in a Palm Tree"
• Kate Markowitz
  Kate Markowitz
  Kate Markowitz is an American singer-songwriter. Markowitz is perhaps best known as a back-up vocalist who has recorded and performed with a number of singers, most notably James Taylor but also Willy DeVille, Shawn Colvin, Mylène Farmer, Don Henley, Billy Joel, k.d. lang, Lyle Lovett, Graham...
  
   - background vocals on "Penguin in a Palm Tree"
• Windy Wagner - background vocals on "Penguin in a Palm Tree"
• Matt Rollings
  Matt Rollings
  Matt Rollings is an American composer, musician and record producer. He plays piano, organ, and keyboards.Known mainly for playing in Lyle Lovett's Large Band, he has worked with many artists, not all country...
  
   - acoustic piano on "On the Other Side of Town", "Penguin in a Palm Tree" and "Michael (Hedges Here)"
• Dan Dugmore - pedal steel guitar on "Penguin in a Palm Tree"
• Steve Farris - electric guitar on "Penguin in a Palm Tree"
• Luis Conte
  Luis Conte
  Luis Conte is a Cuban percussionist.-Early years:As a child in Cuba, Conte began his musical odyssey playing the guitar. However, he soon switched to percussion, and that has remained his mode since....
  
  - percussion on "Jesus of Rio" and "How Does It Shine"

Production

• Produced by Nathaniel Kunkel, Russ Kunkel, Graham Nash and David Crosby
• All tracks recorded January 12th 2004 through February 12th 2004.
• Recorded and Mixed by Nathaniel Kunkel