Musicians:
Syd Straw: vocals (all), miscellaneous (2)
John Doe: vocals (6)
Michael Stipe: vocals (7)
Joe Ely: vocals (12)
Marshall Crenshaw: acoustic guitar (1)
Peter Blegvad: acoustic guitar (2, 9), acoustic 12 string (7), 12 string (8)
Willie Aron: acoustic guitar (3)
John Jorgenson: acoustic guitar (4)
Ry Cooder: acoustic guitar (6)
Jody Harris: electric guitars (1, 5, 7, 8)
Eric Ambel: electric guitar (1), guitar (5)
Richard Thompson: electric guitar (2, 9)
Marc Ribot: electric guitar (3)
Dave Alvin: electric guitar (4)
David Grissom: electric guitar (10), acoustic guitar (10)
Greg Leisz: pedal steel (4)
Peter Holsapple: additional bridge guitar (2)
Tony Levin: bass (1), chapman stick (5)
Pino Palladino: bass (2, 9)
Don Wass: bass (3)
Jorge Calderon: bass (6)
Chris Stamey: bass (7, 8)
JD Foster: bass (10)
Jerry Marotta: drums (1, 2, 5)
Michael Blair: drums (3)
Jim Keltner: drums (6)
Anton Fier: drums (7, 8)
Neil Conte: drums (9)
Davis McLarty: drums (10)
Bobbye Hall: percussion (4)
Matt Irving: organ (2, 9), accordion (9)
Benmont Tench: piano (4)
Bernie Worrell: keyboards (5)
Van Dyke Parks: piano (6, 9)
Tommy Morgan: harmonica (6)
Sid Page: violin (6)
Anthony Moore: miscellaneous sounds (2, 5)
Roger Eno & Daniel Lanois: musicians (11)
 

Produced by Straw/Moore (1, 2, 5, 9), Straw (3, 4, 7, 8, 10, 12, 13), Straw/Parks (6), Lanois (11)
Engineered by Dave Cook (1, 5), Julian Wheatley (2, 9), Ed Cherney (3), Mark Linnett (4), Larry Hirsch (6), Don Christensom (7, 8), James Tuttle (10)
Mixed by Daniel Lanois and Malcom Burn with Mark Howard and Syd Straw (2, 3, 8, 11), David Tickle and Syd Straw (1, 4, 5-7, 10), Anthony Moore and Syd Straw (9)
Mix engineer: Bob Vogt (1, 4, 5-7, 10), Paul DuGre (9)
Mastered by Doug Sax
Reissue producers (2000): Dave Nives & John Porter

Art direction: Melanie Nissen
Design: Inge Schaap
Photography: Andre Lansel
 

Tracks:
1. Think Too Hard [Holsapple] (3:05)
2. Heart of Darkness [Straw/Moore] (4:24)
3. Chasing Vapor Trails (His Turn to Cry) [Straw/Frank Fuchs] (4:14)
4. Almost Magic [Matthew Auerbach/Straw] (4:16)
5. Crazy American [Straw/Moore] (4:03)
6. Hard Times [Stephen Foster] (7:02)
7. Future 40's (String of Pearls) [Straw/Stipe/Harris] (4:31)
8. The Unanswered Question? [Straw/Blegvad] (4:34)
9. Sphinx [Blegvad/Straw] (6:17)
10. Racing to the Ruins [Straw/Brook Meggs] (3:49)
11. Golden Dreams [Lanois/Straw] (2:56)

Bonus tracks (2000):
12. Learning the Game [Buddy Holly] (3:27)
13. If You Don't Want My Love [J Prine/P Spector] (3:36)
 

Notes: The two bonus tracks appear to date from 1999. A few years before his album, female vocalist Syd Straw had worked with Michael Stipe, Jody Harris, Bernie Worrell, Richard Thompson and Chris Stamey in Anton Fier's Golden Palominos project. Jerry Marotta has worked with Tony Levin extensively, including with Peter Gabriel. Anthony Moore and Peter Blegvad were in Slapp Happy; in Yescographical terms, Moore is notable for contributing lyrics to Trevor Rabin's Can't Look Away. Michael Stipe is, of course, in R.E.M. Van Dyke Parks is best known for working with Brian Wilson. Pino Palladino is a well-known sessioner who has worked with The Who. (HP, 10 Oct 04)