The Musicians:
Shane Tutmarc - vocals, guitar, piano, synth, bass, drums (on 3, 4 & 10)
Phil Peterson - cello, pocket trumpet, upright bass, vocals
Aaron Sprinkle - guitar, synth, drum programming, vocals
Paul Mumaw - drums on 6, 9 & 11
Joey Sanchez - drums on 1 & 5
Noah Weaver - additional keys on 3
Peter Sali - mandolin on 11
Jason Holstrom - sax on 9
Kevin Barrans - theramin on 4

Details:
Recorded & Mixed by Aaron Sprinkle
Sessions: Sporatically between September 2001 and June 2002 at Compound Recording
(except Baggage, recorded mainly at Aaron's house, in the room Shane was staying in).