Musicians:
Sharleen Spiteri: vocals, guitar, piano, keys
Johnny McElhone: guitar, bass, piano, keys, programming
Eddie Campbell: piano, keys, programming
Tony McGovern: guitar, vocals, programming
Ally McErlaine: guitar
Neil Payne: drums

featuring:
Kardinal Offishall (a.k.a. Jason Harrow) (3)
Suncycle (10)
Dolomite (11)

with:
Trevor Horn: additional bass (1)
Earl Harvin: drums (1)
Ian Broudie: additional guitars (2)
Guy Chambers: lead guitar (2), additional guitar (4, 5), piano (4)
Ceri Evans: keys (11), drum programming (11)
Georgia Boyd, Cheryl Crockett, Laura Ghiro, Alison Lawrance, Greg Lawson, Cathy Marwood, David Pellier, Liza Webb: strings (4)
 

Produced by Johnny Mac & Trevor Horn (1), Johnny Mac & Ian Broudie (2), Johnny Mac (3-10, 12), Johnny Mac & Ceri Evans (11)
Mixed by Ash Howes (1), Mark 'Spike' Stent (2-4, 6, 11), Kenny Mac (5, 8, 9, 12), Ian Broudie (7), Ceri Evans (10)
Mastered by Tim Young

Photography: Juergen Teller
Design: Steven Baillie, Sam Wilson
 

Tracks:
1. Telephone X [McElhone/Spiteri/Campbell/McGovern] (3:42)
2. Broken [McElhone/Spiteri/Chambers] (3:26)
3. Carnival Girl [McElhone/Spiteri/J Harrow] (4:04)
4. I'll See It Through [McElhone/Spiteri/Chambers] (4:03)
5. Where Did You Sleep? [McElhone/Spiteri/Chambers] (4:01)
6. And I Dream [McElhone/Spiteri] (3:57)
7. Careful What You Wish For [McElhone/Spiteri] (3:30)
8. Big Sleep [McElhone/Spiteri] (2:30)
9. Under Your Skin [McElhone/Spiteri/McGovern] (3:42)
10. Carousel Dub [McElhone/Spiteri/Suncycle/Evans] (2:06)
11. Place in My World [McElhone/Spiteri/Evans/Williamson] (3:53)
12. Another Day [McElhone/Spiteri] (3:41)

strings written by McElhone/Campbell and arranged by Cecilia Weston/McElhone/Campbell (4)
 

Notes: (**) Texas were determinedly aiming this release at the mainstream market and drafted in a variety of populist collaborators to that end, including Guy Chambers (the man behind Robbie Williams' solo success) and Trevor Horn. Horn, popular again following recent work with t.A.T.u. and Seal, was mentioned prominently in promotion for the album, but he only worked on the opening track, a rather disappointing affair. (HP, 11 Apr 04)