Musicians

• Matt Duke - Vocal, acoustics, electrics, keyboards, percussion, piano
• Steuart Smith - Acoustics, electrics, keyboards, harmonica, percussion, bass, vocals
• Stewart Lerman - Percussion, acoustics
• Steve Holley - Drums, percussion
• Rob Morsberger - String arrangements, keyboards, accordion
• David Mansfield - Violin, viola
• Debbie Assael - Cello
• Andrew Keenan - Pedal steel
• Jim Klein - Piano on "Nausea," producer on "When the Bough Breaks"
• Gretchen Witt - Vocals on "Ballroom Dancing"

Production

• Stewart Lerman - Production (Tracks 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11), mixer
• Steuart Smith - Production (Tracks 1, 3, 4, 6, 7, 8, 9, 11)
• Jim Klein - Production (Tracks 2, 5, 10, 12)
• Greg Calbi - Mastering
• Michael Pierce - Artwork concept and design
• Matt Duke - Illustrations
• Stephanie Pistel - Photography