Track listing

1. "Down and Dirty" (McNally) – 4:53
2. "I'll Always Be Around" (Hunter, McNally) – 5:19
3. "Bitter Blue" (Aniello, Grange, McNally) – 4:45
4. "Now That I Know" (Bazilian, McNally) – 4:45
5. "(It Ain't Easy Being) Green" (McNally, Nevil) – 3:58
6. "It Could've Been Me" (McNally) – 4:49
7. "Colorado" (Grange, McNally, Reynolds) – 6:33
8. "Bolder Than Paradise" (McNally, Walsh) – 4:29
9. "Start All Over" (Grange, Hunter, McNally) – 4:47
10. "Bury My Heart on the Jersey Shore" (Feldman, Grange, McNally) – 11:08
11. "Jukebox Sparrows" (McNally) – 4:57

Personnel

• Shannon McNally - 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...
  
  , background vocals
• Maxi Anderson - background vocals
• Ron Aniello - organ
  Organ (music)
  The organ , is a keyboard instrument of one or more divisions, each played with its own keyboard operated either with the hands or with the feet. The organ is a relatively old musical instrument in the Western musical tradition, dating from the time of Ctesibius of Alexandria who is credited with...
  
  , guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  , percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  , 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...
  
  , 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 It superseded the Chamberlin Music Master, which was the world's first sample-playback keyboard intended for music...
  
  , Farfisa organ, Wurlitzer, toy piano
  Toy piano
  The toy piano, also known as the kinderklavier , is a small piano-like musical instrument. The present form of the toy piano was invented in Philadelphia by a 17-year-old German immigrant named Albert Schoenhut. He worked as a repairman at Wanamaker's department store, repairing broken glass...
  
  
• Joshua Grange - guitars
• Alex Brown - background vocals
• Paul Bushnell - bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Lenny Castro
  Lenny Castro
  Lenny Castro is an American freelancing percussionist in the studio recording industry in the Los Angeles area.-Early life:Castro is a percussionist of Puerto Rican descent and was born and raised in New York City. His father, Hector Castro, played the keyboard in a Latin style and gave his son...
  
   - percussion
• Matt Chamberlain
  Matt Chamberlain
  Matthew Chamberlain is an American drummer, producer and sound engineer. He is currently based in Los Angeles, California.-Early life:...
  
   - 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 ....
  
  
• Mike Elizondo - bass
• Aaron Embry
  Aaron Embry
  Aaron Embry is an American songwriter and record producer. He is the firstborn son of screenwriter / talent manager Karen Embry and dental technician H. Charles Randall. He is the eldest brother of actor Ethan Embry and photographer Kessia Embry...
  
   - organ, 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...
  
  , 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...
  
  
• James Gadson
  James Gadson
  James Gadson is an American drummer and session musician. Beginning his career in the late 1960s, Gadson has since become one of the most-recorded drummers in the history of R&B music....
  
   - drums
• Bob Glaub
  Bob Glaub
  Bob Glaub is an American bass player and session musician. He's played with such artists and bands as Journey, Jackson Browne, Bee Gees, Eric Carmen, Linda Ronstadt, Leo Sayer, Warren Zevon, Rod Stewart, Donna Summer, Bonnie Raitt and many others....
  
   - bass
• Bill Hayes - percussion
• Rami Jaffee - keyboards
• 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...
  
   - percussion, drums
• Greg Kurstin - organ, synthesizer
  Synthesizer
  A synthesizer is an electronic instrument capable of producing sounds by generating electrical signals of different frequencies. These electrical signals are played through a loudspeaker or set of headphones...
  
  , piano, Wurlitzer
• John Leftwich - bass
• Greg Leisz
  Greg Leisz
  Greg Leisz is an American multi-instrumentalist, playing lap and pedal steel guitars, guitar, mandolin, and bass.- Biography :Leisz was influenced early on by the Byrds and Flying Burrito Brothers, especially pedal steel player "Sneaky" Pete Kleinow...
  
   - pedal steel, electric guitar, steel guitar
  Steel guitar
  Steel guitar is a type of guitar or the method of playing the instrument. Developed in Hawaii in the late 19th and early 20th centuries, a steel guitar is usually positioned horizontally; strings are plucked with one hand, while the other hand changes the pitch of one or more strings with the use...
  
  , lap steel guitar
  Lap steel guitar
  The lap steel guitar is a type of steel guitar, an instrument derived from and similar to the guitar. The player changes pitch by pressing a metal or glass bar against the strings instead of by pressing strings against the fingerboard....
  
  
• Brian McCloud - drums
• Bill Payne
  Bill Payne
  Bill Payne is a founding member of American rock band Little Feat. He is considered by many other piano rock musicians, including Elton John, to be one of the finest American piano rock and blues music artists...
  
   - organ, piano, Wurlitzer
• Walter Rodriguez - percussion
• 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...
  
   - organ, piano
• Benmont Tench
  Benmont Tench
  Benjamin Montmorency Tench, III is an American keyboardist best known as a founding member of Tom Petty and the Heartbreakers.-Early years:...
  
   - organ
• Waddy Wachtel
  Waddy Wachtel
  Robert "Waddy" Wachtel is an American musician, composer and record producer, most notable for his guitar work...
  
   - guitar
• Patrick Warren - keyboards
• David Woodford - baritone saxophone
  Baritone saxophone
  The baritone saxophone, often called "bari sax" , is one of the largest and lowest pitched members of the saxophone family. It was invented by Adolphe Sax. The baritone is distinguished from smaller sizes of saxophone by the extra loop near its mouthpiece...
  
  

Production

• Producer: Ron Aniello
• Engineers: Ron Aniello, Neal Avron, Mark Howard, Bob Kearney, Eric Sarafin, Howard Willing
• Assistant engineers: Paul Hayden, Billy Kinsley, Mike Scotella
• Mixing: Neal Avron, Mark Howard, Jim Scott, Mike Shipley
• Mastering: Joe Gastwirt, Ted Jensen
• A&R: Watts Russell
• Production coordination: Shari Sutcliffe
• String samples: Steve Porcaro
• Art Direction: Len Peltier
• Design: Len Peltier
• Artwork: Shannon McNally