released 10 November 2009
all songs by Sam Russell except 5 and 8 by Sam Russell (lyrics/music) & Sean Lambrecht (music)

#6 featuring "Panthers" by Jeff Tweedy, John Stirratt, Glenn Kotche, Mikael Jorgensen, Leroy Bach. Published by Words Ampersand Music (BMI)/Jorgenstormusic (ASCAP)/Poeyfarre Songs (BMI)/Pear Blossom Music (BMI)/Come Here With That Music (ASCAP). Administered by Bug Music.
"I Want it That Way" by Andreas Carlsson & Max Martin. Published by: Universal Music-Z Tunes OBO Grantsville Publishing LTD. Administered by: The Harry Fox Agency
"I Want it That Way" by Andrea Carlsson/Max Martin

#7 contains direct musical and lyrical quotes of "Slip Away" as performed by Clarence Carter (written by: Marcus Daniels/William Armstrong/Wilbur Terrell. Published by: Screen Gems-EMI Music Inc. Administered by: The Harry Fox Agency.) and "Street Hassle" as performed and written by Lou Reed (Published by: Spirit One Music OBO-Oakfield Avenue Music LTD. Administered by: The Harry Fox Agency.)

lead vocals-Sam Russell, Kate Noson, Allison Noel, Michael Spaly, Shelby Earl, James Apollo

backing vocals-Nathan Wade, Scott Andrew, Clay Ballard, Joan Dirska, Chris Mulally, Andrea Yoshida, Ken Nottingham, Rachel Ferguson, Kjell Anderson Dave Forrestor

guitar-Sam Russell, Michael Spaly, Ian Rodney, Justin Roeser, James Apollo

keys-Micah Hulscher, Joan Dirska, Allison Noel, James Apollo, Andrew Blakehall ("My Pink Booth" only), Sean Lambrecht ("My Pink Booth" only)

bass-Schuyler Jones, Ken Nottingham, Russ Fuller ("My Pink Booth" only), Sean Fairchild ("Empty Classrooms" only)

percussion-Isaac Chirino, Dave Forrestor, Dennis Jolin, Daniel Hunt

strings-(violins)-Kjell Anderson, Michael Spaly
(viola)-Andrea Yoshida, (cello)-John Simpson ("Artificial Chocolate" only)

accordion-James Apollo, Michael Duncan, Clay Ballard ("Panthers Medley" only)

flute-Allison Noel

trumpet, trombone-Karl Benitz ("Abercrombie Girl" only)

produced by Sam Russell
recorded at
-Egg Studios, Conrad Uno-engineer
-Crackle & Pop, Johnny Sangster-engineer
-Chroma Studios (RIP)-Brad Zeffren, Nick Narny-engineers
-Electrokitty Studios-Johnny Sangster, engineer

mixed by Johnny Sangster at Electrokitty Studios and Avast! Recording Co.
except Track 5 mixed by Conrad Uno at Egg Studios

mastered by Ed Brooks at RFI mastering