Track listing

1. "Brave New Baby" – 2:51
2. "La Resistance" – 3:55
3. "Tell Your Friends (Part One)" – 2:43
4. "Sun" – 2:31
5. "Irresponsible Woman" – 2:50
6. "Arm's Length" – 3:56
7. "Spill" – 3:32
8. "None for Me" – 3:16
9. "Tell Your Friends (Part Deux)" – 2:47
10. "Darlin'" – 2:50

Personnel

• Mary Prankster
  Mary Prankster
  Mary Prankster was the moniker for a U.S. singer-songwriter primarily associated with Baltimore who played a blend of alternative/indie music with extremely frank lyrics. The name is a reference to Ken Kesey's Merry Pranksters...
  
   – vocals, 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...
  
  , chamberlin
  Chamberlin
  The Chamberlin is an electro-mechanical keyboard instrument that was a precursor to the Mellotron. It was developed and patented by Iowa, Wisconsin inventor Harry Chamberlin from 1949 to 1956, when the first model was introduced. Various models and versions of these Chamberlin music instruments...
  
  , cowbell
• Jon E. Cakes – bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  , 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...
  
  , tambourine
  Tambourine
  The tambourine or marine is a musical instrument of the percussion family consisting of a frame, often of wood or plastic, with pairs of small metal jingles, called "zils". Classically the term tambourine denotes an instrument with a drumhead, though some variants may not have a head at all....
  
  ; lead guitar on "La Resistance"
• Phil Tang – drum
  Drum
  The drum is a member of the percussion group of musical instruments, which is technically classified as the membranophones. Drums consist of at least one membrane, called a drumhead or drum skin, that is stretched over a shell and struck, either directly with the player's hands, or with a...
  
  s, timpani
  Timpani
  Timpani, or kettledrums, are musical instruments in the percussion family. A type of drum, they consist of a skin called a head stretched over a large bowl traditionally made of copper. They are played by striking the head with a specialized drum stick called a timpani stick or timpani mallet...
  
  , glockenspiel
  Glockenspiel
  A glockenspiel is a percussion instrument composed of a set of tuned keys arranged in the fashion of the keyboard of a piano. In this way, it is similar to the xylophone; however, the xylophone's bars are made of wood, while the glockenspiel's are metal plates or tubes, and making it a metallophone...
  
  , 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 ...
  
  
• Mitch Easter
  Mitch Easter
  Mitch Easter is a songwriter, musician, and producer. As a producer, he is probably best known for his work with R.E.M. from 1981 through 1984, though he has also worked with many other acts including The Hang Ups, Pavement, Suzanne Vega, Game Theory, Marshall Crenshaw, Velvet Crush, and...
  
   – lead guitar, additional guitars, engineering
• Jon M. Thornton – horn arrangement, trumpet
  Trumpet
  The trumpet is the musical instrument with the highest register in the brass family. Trumpets are among the oldest musical instruments, dating back to at least 1500 BCE. They are played by blowing air through closed lips, producing a "buzzing" sound which starts a standing wave vibration in the air...
  
  , flugelhorn
  Flugelhorn
  The flugelhorn is a brass instrument resembling a trumpet but with a wider, conical bore. Some consider it to be a member of the saxhorn family developed by Adolphe Sax ; however, other historians assert that it derives from the valve bugle designed by Michael Saurle , Munich 1832 , thus...
  
  
• Tim Gordon – 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...
  
  , tenor sax
• Rick Blanc – 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...
  
  , bass trombone
• Cliff Retallick – 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...
  
  
• The Baltimore Sound Machine – additional percussion on "Spill"
• Mark Williams – engineering