Track listing

1. "One More Time" – 3:40
2. "Smiling in the Rain" – 4:19
3. "I'm Tired of Your Stuff" – 3:36
4. "Distance" – 3:34
5. "Down Home" – 3:11
6. "Overcoats" – 6:50
7. "I Want Your Love Inside of Me" – 3:12
8. "I Killed an Ant With My Guitar" – 3:26
9. "Motorboat to Heaven" – 5:27
10. "The Lady of the Night" – 3:10

Personnel

• John Hiatt - 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...
  
  , twelve-string guitar, 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...
  
  , vocals
• Tracy Nelson
  Tracy Nelson (singer)
  -Youth in Wisconsin:Nelson was born and grew up in Madison, Wisconsin. There she first learned about R&B music from WLAC radio in Nashville. In her teens, Nelson sang folk music in coffeehouses and with a group called The Fuller's Wood Singers and was lead singer in a band called The Fabulous...
  
   – background vocals
• Samuel Boghossian – viola
  Viola
  The viola is a bowed string instrument. It is the middle voice of the violin family, between the violin and the cello.- Form :The viola is similar in material and construction to the violin. A full-size viola's body is between and longer than the body of a full-size violin , with an average...
  
  
• Shane Keister
  Shane Keister
  Shane Keister is an American musician. He is known for his work as a studio musician, writer, arranger and producer. He plays synthesizer, piano, Hammond B3, Synclavier, Fairlight, Fender Rhodes, and others.-History:...
  
   – piano, electric piano
  Electric piano
  An electric piano is an electric musical instrument.Electric pianos produce sounds mechanically and the sounds are turned into electrical signals by pickups. Unlike a synthesizer, the electric piano is not an electronic instrument, but electro-mechanical. The earliest electric pianos were invented...
  
  , moog synthesizer
  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...
  
  , Fender Rhodes
• Jesse Ehrlich – cello
  Cello
  The cello is a bowed string instrument with four strings tuned in perfect fifths. It is a member of the violin family of musical instruments, which also includes the violin, viola, and double bass. Old forms of the instrument in the Baroque era are baryton and viol .A person who plays a cello is...
  
  
• Bobby Emmons – 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...
  
  
• Gene Estes – marimba
  Marimba
  The marimba is a musical instrument in the percussion family. It consists of a set of wooden keys or bars with resonators. The bars are struck with mallets to produce musical tones. The keys are arranged as those of a piano, with the accidentals raised vertically and overlapping the natural keys ...
  
  
• Allan Harshman – viola
• Irving Kane – trombone
  Trombone
  The trombone is a musical instrument in the brass family. Like all brass instruments, sound is produced when the player’s vibrating lips cause the air column inside the instrument to vibrate...
  
  
• Norman Ray – 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...
  
  
• Ted Reynolds – bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  , kabassa
• Sadie – background vocals
• Billy Puitt – clarinet
  Clarinet
  The clarinet is a musical instrument of woodwind type. The name derives from adding the suffix -et to the Italian word clarino , as the first clarinets had a strident tone similar to that of a trumpet. The instrument has an approximately cylindrical bore, and uses a single reed...
  
  , flute
  Flute
  The flute is a musical instrument of the woodwind family. Unlike woodwind instruments with reeds, a flute is an aerophone or reedless wind instrument that produces its sound from the flow of air across an opening...
  
  , recorder
  Recorder
  The recorder is a woodwind musical instrument of the family known as fipple flutes or internal duct flutes—whistle-like instruments which include the tin whistle. The recorder is end-blown and the mouth of the instrument is constricted by a wooden plug, known as a block or fipple...
  
  , soprano saxophone
  Soprano saxophone
  The soprano saxophone is a variety of the saxophone, a woodwind instrument, invented in 1840. The soprano is the third smallest member of the saxophone family, which consists of the soprillo, sopranino, soprano, alto, tenor, baritone, bass, contrabass and tubax.A transposing instrument pitched in...
  
  , tenor saxophone
  Tenor saxophone
  The tenor saxophone is a medium-sized member of the saxophone family, a group of instruments invented by Adolphe Sax in the 1840s. The tenor, with the alto, are the two most common types of saxophones. The tenor is pitched in the key of B, and written as a transposing instrument in the treble...
  
  
• Anita Baugh – background vocals
• Glen Spreen – production & arrangements