Track listing

1. "Paint the Picture" (Ott) – 7:03
2. "Rough Draft" (Craddick, Ott) – 6:14
3. "What to Say" (Craddick, Leonard, Ott) – 4:19
4. "Bite My Tongue" (Craddick, Ott) – 5:41
5. "Colors Fade" (Craddick, Ott) – 5:25
6. "Juggling Knives" (Craddick, Leonard, Ott) – 5:03
7. "Black Eyes and Broken Glass" (Craddick, Ott) – 4:33
8. "Elyse" (Craddick, Leonard, Ott) – 5:47
9. "Shell of a Man" (Leonard, Ott) – 6:01
10. "Broken Wave" (Craddick, Ott) – 5:23
11. "Traces" (Craddick, Ott) – 7:19
12. "Know That" (Craddick, Leonard, Ott) – 1:27

Personnel

• Emeritus Benignus – keyboards
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  
• Phil Bennett – keyboards
• Paul Craddick – organ
  Electronic organ
  An electronic organ is an electronic keyboard instrument which was derived from the harmonium, pipe organ and theatre organ. Originally, it was designed to imitate the sound of pipe organs, theatre organs, band sounds, or orchestral sounds....
  
  , acoustic guitar
  Acoustic guitar
  An acoustic guitar is a guitar that uses only an acoustic sound board. The air in this cavity resonates with the vibrational modes of the string and at low frequencies, which depend on the size of the box, the chamber acts like a Helmholtz resonator, increasing or decreasing the volume of the sound...
  
  , bass
  Electric Bass
  Electric bass can mean:*Electric upright bass, the electric version of a double bass*Electric bass guitar*Bass synthesizer*Big Mouth Billy Bass, a battery-powered singing fish...
  
  , guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  , percussion, piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , strings, drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  , harpsichord
  Harpsichord
  A harpsichord is a musical instrument played by means of a keyboard. It produces sound by plucking a string when a key is pressed.In the narrow sense, "harpsichord" designates only the large wing-shaped instruments in which the strings are perpendicular to the keyboard...
  
  , keyboards, mellotron
  Mellotron
  The Mellotron is an electro-mechanical, polyphonic tape replay keyboard originally developed and built in Birmingham, England in the early 1960s. It superseded the Chamberlin Music Master, which was the world's first sample-playback keyboard intended for music...
  
  , bass pedals
  Bass pedals
  Bass pedals are an electronic musical instrument with foot-operated pedal keyboard with a range of one or more octaves. The earliest bass pedals from the 1970s consisted of a pedalboard and analog synthesizer tone generation circuitry packaged together as a unit...
  
  , distortion
• Doug A. Ott – acoustic guitar, electric guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  , keyboards, bass, piano, moog
  Moog synthesizer
  Moog synthesizer may refer to any number of analog synthesizers designed by Dr. Robert Moog or manufactured by Moog Music, and is commonly used as a generic term for older-generation analog music synthesizers. The Moog company pioneered the commercial manufacture of modular voltage-controlled...
  
  , organ, mellotron, EBow
• Ted Leonard – bass, vocals
  Singing
  Singing is the act of producing musical sounds with the voice, and augments regular speech by the use of both tonality and rhythm. One who sings is called a singer or vocalist. Singers perform music known as songs that can be sung either with or without accompaniment by musical instruments...
  
  
• Ed Platt – bass

Production

• James Bickers – liner notes
• John Bartolucci – photography
• Stefan Beeking – photography
• Ernesto – narrator, chant
• Thomas Ewerhard – layout design
• Tom King-Size – engineer, mixing, drum engineering
• Ken Lee – mastering