| Side A 1 The Beginning
 Bass – Winston Roye
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Percussion – John Fields
 Vocals, Guitar, Trumpet – Dave Pirner
 2 If I Told You
 Bass – Winston Roye
 Cello – Michelle Kinney
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Keyboards, Guitar, Percussion – John Fields
 Vocals, Guitar – Dave Pirner
 3 Got It Pretty Good
 Backing Vocals [BG Vocals] – Jeneen Anderson, Pete Suttman
 Bass, Percussion, Vocals – Jeremy Tappero
 Drums, Vocals – Michael Bland
 Guitar, Vocals – Ryan Smith
 Vocals, Guitar – Dave Pirner
 
 Side B
 4 Make Her Laugh
 Bass – Winston Roye
 Bass, Percussion, Vocals – Jeremy Tappero
 Drums, Vocals – Michael Bland
 Electric Piano [Wurlitzer Piano] – John Fields
 Guitar, Vocals – Ryan Smith
 Vocals, Guitar – Dave Pirner
 5 Busy Signals
 Bass – Jeremy Tappero
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Synthesizer [Arp SE-IV String Ensemble] – John Fields
 Vocals, Guitar, Percussion – Dave Pirner
 6 Social Butterfly
 Bass – Winston Roye
 Cello – Michelle Kinney
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Percussion – John Fields
 Vocals, Guitar – Dave Pirner
 
 Side C
 7 Dead Letter
 Accordion – John Fields
 Bass – Winston Roye
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Vocals, Guitar – Dave Pirner
 8 Landmines
 Bass – Jeremy Tappero
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Vocals, Guitar – Dave Pirner
 9 Here We Go
 Backing Vocals [BG Vocals] – Jeremy Tappero
 Bass – Winston Roye
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Keyboards, Backing Vocals [BG Vocals], Percussion – John Fields
 Vocals, Guitar – Dave Pirner
 
 Side D
 10 Breezer Burn
 Bass – Jeremy Tappero
 Drums, Percussion – Michael Bland
 Guitar, Vocals – Ryan Smith
 Vocals, Guitar, Piano – Dave Pirner
 11 Silent Treatment
 Bass, Percussion – Jeremy Tappero
 Cello – Michelle Kinney
 Drums, Vocals – Michael Bland
 Guitar, Vocals – Ryan Smith
 Keyboards – John Fields
 Vocals, Guitar – Dave Pirner
 12 Hopped Up Feelin'
 Backing Vocals [BG Vocals] – Jeremy Tappero
 Bass – Winston Roye
 Drums, Backing Vocals [BG Vocals] – Michael Bland
 Guitar, Vocals – Ryan Smith
 Percussion – John Fields
 Vocals, Guitar, Bass [Bridge Bass] – Dave Pirner
 13 Silly Things
 Bass – Winston Roye
 Drums – Michael Bland
 Guitar, Vocals – Ryan Smith
 Keyboards – John Fields
 Percussion – Jeremy Tappero
 Vocals, Guitar – Dave Pirner
 
 Performer [Soul Asylum] – Dave Pirner, Michael Bland, Ryan Smith, Winston Roye
 Producer – John Fields, Soul Asylum
 Written-By Dave Pirner
 Recorded at Creation Audio (Studio B)
 Mastered at The Lodge.
 Additional recording and engineering at Spec, Sonic Matrimony, Leisuretowne Studios, Flight Similator, Noise Below & Stealth.
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