Track listing

1. "The Fan Dance" – 3:46
2. "Edge Of The World" – 3:01
3. "Five Colors" – 3:43
4. "Wasting My Time" – 3:08
5. "Taking Pictures" – 1:58
6. "How To Dream" – 3:07
7. "Soul Eclipse" – 3:12
8. "Incinerator" – 2:03
9. "Love Is Everywhere I Go" – 2:03
10. "Below Surface" – 1:41
11. "Is That Your Zebra?" – 1:49
12. "Say What You Mean" – 3:38

Personnel

• Sam Phillips: Vocals, Guitar, Piano
• Jim Keltner
  Jim Keltner
  James Lee "Jim" Keltner is an American drummer known primarily for his session work. He has contributed to the work of many well-known artists...
  
  : Hand Drum, Banjo and Cymbol
• Carla Azar
  Carla Azar
  Carla Azar is a musician and a member of the band Autolux. Azar is a multi-instrumentalist but is known primarily for playing the drums. She also plays glockenspiel, xylophone, mellotron, piano, and bass guitar.-Career:...
  
  : Traps, Maracas, Bass Drum, Snare Drum, Low Hand Drum, Sounds
• T Bone Burnett: Piano, Bass, Tambourine
• Marc Ribot
  Marc Ribot
  Marc Ribot born May 21, 1954) is an American guitarist and composer.His own work has touched on many styles, including no wave, free jazz, and Cuban music. Ribot is also known for collaborating with other musicians, most notably Tom Waits, Elvis Costello, and composer John Zorn.-Biography:Ribot was...
  
  : Guitar, Banjo, Quattro Banjo Guitar, Optigan
• Gillian Welch
  Gillian Welch
  Gillian Welch is an American singer-songwriter. She performs with her musical partner, guitarist David Rawlings. Their sparse and dark musical style, which combines elements of Appalachian music, Bluegrass, and Americana, is described by The New Yorker as "at once innovative and obliquely...
  
  : Vocals, Bass
• Rick Will: Bass
• Martin Tillman
  Martin Tillman
  Martin Tillman is a Swiss composer and world renowned cellistHe has established himself in the motion picture and recording world as one of the most sought after talents of experimental acoustic and electric cello.-Biography:...
  
  : Cello
• Van Dyke Parks
  Van Dyke Parks
  Van Dyke Parks is an American composer, arranger, producer, musician, singer, author and actor. Parks is perhaps best known for his contributions as a lyricist on the Beach Boys album Smile....
  
  : Harpsichord, String Arrangements.
• Dave Rawlings: Piano on "Wasting My Time (Reprise)"

Production notes

• Produced by T Bone Burnett.
• Executive Producer: David Bither.
• Recorded at Sunset Sound Recorders
  Sunset Sound Recorders
  Sunset Sound Recorders is a recording studio in Hollywood, California, located at 6650 Sunset Boulevard.The Sunset Sound Recorders complex was converted in 1962 by Walt Disney's Director of Recording, Tutti Camarata, from a collection of old commercial and residential buildings - some built more...
  
   (Hollywood, California), Village Recorders (Los Angeles, California
  Los Angeles, California
  Los Angeles , with a population at the 2010 United States Census of 3,792,621, is the most populous city in California, USA and the second most populous in the United States, after New York City. It has an area of , and is located in Southern California...
  
  ), and Electro Magnetic Sound (Los Angeles, California
  Los Angeles, California
  Los Angeles , with a population at the 2010 United States Census of 3,792,621, is the most populous city in California, USA and the second most populous in the United States, after New York City. It has an area of , and is located in Southern California...
  
  ).
• Engineered by Mike Piersante. Mixed by TBone Burnett and Mike Piersante.
• Assistant Engineers: Christopher Sirois, Okhee Kim, Chris Reynolds, and Doug Boehm.
• Mastered by Gavin Lurssen at The Mastering Lab.
• Photography by Donata Wenders.