Written, performed and produced by Caroline Jones. Mixed and mastered by Robert Smith at Defy Recordings, NYC. Caroline Jones: vocals, electric and acoustic guitar, harmonica Bryan Percivall, Yasushi Nakamura, Mark Hill*: bass Masayuki Hirano, Howard Duck*: keyboards Keita Ogawa, Steve Brewster*: Drums and percussion Aubrey Haynie*: mandolin Biff Watson*: acoustic guitar Scotty Sanders*: steel guitar Engineers: Bob Mallory, Aki Nishimura Fernando Lodeiro, Charlie Kramsky, Rich Hansen, Jake Burns *"Closest Thing to You" mixed by Rich Hansen, mastered by Jonathan Russell at Masterfonics, Nashville, TN. "Tim from George" recorded by Paul Scholten. Recorded at NYC's Avatar Studios, Nashville's LOUD Studios and County Q. Strings on "Louise" and "Ain't No Bows" arranged and conducted by Adi Yeshaya, recorded by Matthew Zimmerman at Wild Sound Studios in Minneapolis. Gina DiBello, Kenneth Freed, Troy Gardner, Margaret Humphrey, Aaron Janse, Shane Kim, Celine Leathead, Peter McGuire, David Mickens, Conor O'Brien, Jill Olson, Allison Ostrander, Laurie Petruconis, Leslie Shank: violins David Auerbach, Susan Janda: Violas Rebecca Arons, Sally Dorer: Cellos String programming on "Heart in Vain" and "When I Fall in Love" by Jonathan Russell. Special thanks: Tino Passante, Doug Rich, Laura Stroud, Tommy Mottola, Chris Apostle.