Backing Vocals – Chris Difford, Neil InnesEngineer – Mike DenneenProducer, Instruments – Jon BrionWritten-By – Harry Nilsson

Acoustic Guitar – Buddy JudgeBaritone Saxophone – Jon LupferDrums – Dan MacCarroll*Engineer, Recorded By – Mike DenneenMixed By – Mark McKennaProducer, Bass, Keyboards – Jon BrionWritten-By – Aimee Mann

Backing Vocals – Aimee Mann, Buddy Judge, Jon BrionBass – Aimee MannDrums – Scott Mitchell Euphonium – Randy BrionGuitar, Organ, Glockenspiel, Celesta, Percussion – Jon BrionMixed By – Bob ClearmountainMixed By [Assistant] – David BoucherOboe – Mike BreauxPiccolo Flute – Keith BrionRecorded By – Brian Scheuble, Mark McKenna, Mike DenneenWritten-By – Aimee Mann, Jon Brion

Backing Vocals – Jon Brion, Juliana HatfieldBass, Acoustic Guitar – Aimee MannMixed By – Bob ClearmountainProducer, Electric Guitar, Drums – Jon BrionRecorded By – Brian Scheuble, Mike DenneenSoloist – Michael Lockwood, Patrick WarrenWritten-By – Aimee Mann

Backing Vocals – Aimee Mann, Michael Lockwood, Michael PennBass, Slide Guitar – Brendan O'BrienDrums – Dan MacCarroll*Electric Guitar – Michael PennMixed By – Bob ClearmountainPiano – Patrick WarrenProducer – Aimee Mann, Brendan O'BrienRecorded By – Brian Scheuble, Nick DiDiaTwelve-String Guitar, Electric Guitar – Michael LockwoodWritten-By – Aimee Mann, Michael Lockwood

Backing Vocals – Buddy JudgeChamberlin, Celesta – Patrick WarrenDrum Programming – Michael HausmanElectric Guitar, Keyboards – Michael LockwoodGuitar – Michael PennMixed By – Bob ClearmountainRecorded By – Brian ScheubleWritten-By, Producer, Bass, Acoustic Guitar – Aimee Mann

Backing Vocals – Aimee Mann, Buddy JudgeDrums – Ric MenckEngineer, Recorded By – Brian ScheubleMixed By – Bob ClearmountainPiano, Chamberlin – Benmont TenchProducer – Aimee Mann, Buddy JudgeWritten-By, Bass – Aimee Mann

Chamberlin – Jon BrionPercussion – Dan MacCarroll*Piano – Benmont TenchProducer, Mixed By, Backing Vocals – Michael PennRecorded By – Brian KehewWritten-By, Bass, Acoustic Guitar – Aimee Mann

Backing Vocals – Buddy Judge, Jon Brion, Michael LockwoodDrums, Percussion – John SandsElectric Guitar, Melodica – Michael LockwoodKeyboards, Accordion – Patrick WarrenMixed By – Bob ClearmountainRecorded By – Brian ScheubleWritten-By, Producer, Acoustic Guitar, Bass – Aimee Mann

Written-By – Richard Davies, Roger Hodgson*

Written-By – Richard Davies, Roger Hodgson*

Orchestrated By, Conductor – Thomas PasatieriTechnician – Jonathan KarpWritten-By – Jon Brion