Produced and Engineered by Hector Castillo.
Mixed by Tchad Blake.
Mastered by Dave McNair.

1. Meltdown
Written by Jim Keller & Chris Masterson
Jim Keller: Vocals, Acoustic and Electric Guitar
Byron Isaacs: Acoustic Guitar
Glenn Patscha: Piano, Farfisa
Chris Masterson: Electric and Acoustic Guitar
Background Vocals: The Holmes Brothers and Glenn Patscha
Bob Glaub: Bass
Falcon Valdez: Drums
Tony Leone: Percussion
Tom Timko: Baritone Sax


2. Giving It Up To Love
Written by Jim Keller & Byron Isaacs
Jim Keller: Vocals and Electric Guitar
Glenn Patscha: Hammond B3
Chris Masterson: Electric 12 String Guitar
Shawn Pelton: Drums and Percussion
Bob Glaub: Bass
Background Vocals: Rich Pagano and Jim Keller


3. Sweet Lorraine
Written by Jim Keller, Byron Isaacs & Glenn Patscha
Jim Keller: Vocals and Electric Guitar
Glenn Patscha: Piano
Chris Masterson: Electric Guitar
Bob Glaub: Bass
Shawn Pelton: Drums, Percussion and grungy intro loop
Steve Berlin: Horns (as only he can do) thank you Steve
Background Vocals: The Holmes Brothers with Glenn Patscha

4. Julianne
Written By Jim Keller & Byron Isaacs
Jim Keller: Vocals and Guitar
Byron Isaacs: Bass
Chris Masterson: Baritone Guitar
Glenn Patscha: Rhodes Piano, Hammond B3, Reed Organ, Farfisa
Falcon Valdez: Drums and Percussion
Background Vocals: The Holmes Brothers with Glenn Patscha
Jon Graboff: Pedal Steel (thank you Jon)

5. Modern Girl
Written By Jim Keller & Byron Isaacs
Jim Keller: Vocals, Electric and Acoustic Guitar
Byron Isaacs: Acoustic and High Strung Acoustic Guitar
Chris Masterson: Baritone Guitar & Electric Slide Guitar
Glenn Patscha: Clavinet FX, Piano
Bob Glaub: Bass
Shawn Pelton: Drums and percussion
Didi Gutman: Synth
Mark Spencer: additional Lap Steel on bridge (thanks Mark)
Background Vocals and Arrangements: Billy Harvey
Additional Background Vocals: Rich Pagano, Byron Isaacs, Glenn Patscha, Jeff Hill and Neal Casal

6. Soul Candy
Written By Jim Keller
Jim Keller: Vocals, Electric Guitar and Bullwhip
Steve Goulding: Drums
Glenn Patscha: Farfisa (thanks to Glenn for locking down this arrangement)
Byron Isaacs: Bass & Danelectro Baritone Guitar
Chris Masterson: Electric Guitar
Tom Timko: Baritone Sax

7. A Delicate Thing
Written By Jim Keller
Jim Keller: Vocals and Acoustic Guitar
Byron Isaacs: Double Bass
Glenn Patscha: Nord Electro, Rhodes FX, Piano, Reed Organ
Chris Masterson: Electric Guitar
Falcon Valdez: Drums & Percussion

8. World Stopped Turning
Written By Jim Keller & Byron Isaacs
Jim Keller: Vocals, Acoustic and Electric guitar
Chris Masterson: Electric Guitar
Glenn Patscha: Piano (forward and backward)
Falcon Valdez: Drums & Percussion
Bob Glaub: Bass
Jon Graboff: Pedal Steel
Background Vocals: Jeff Hill, Neal Casal
Tony Leone: Percussion

9. White Gloves and Pearls
Written By Jim Keller & Byron Isaacs
Jim Keller: Vocals, Electric Guitar
Chris Masterson: Acoustic and Electric Guitars (thanks for convincing me to cut this one and for ditching my brilliant bridge)
Glenn Patscha: Piano
Bob Glaub: Bass
Falcon Valdez: Drums & Percussion
Background Vocals: Rich Pagano, Jeff Hill, Byron Isaacs, Glenn Patscha
Horns: Steve Berlin, Baritone Sax & Jeff Hermanson, Trumpet Didi Gutman: Tack Piano and Additional Keyboards

10. Sweet Memories
Written By Jim Keller & Byron Isaacs
Jim Keller: Vocals and Acoustic Guitar
Byron Isaacs: Bass & Acoustic Guitar
Glenn Patscha: Hammond C3, Rhodes Piano
Chris Masterson: Electric Guitar
Shawn Pelton: Drums and Percussion
Jon Graboff: Pedal Steel
Background Vocals: The Holmes Brothers with Glenn Patscha

(bonus track) One More Chance
Falcon Valdez: drums
Byron Issacs: Bass
Glenn Patscha: Keyboards
Chris Masterson: Guitars
Jim Keller: Guitars
Holmes Brothers: Background Vocals
Steve Berlin: Horns


For Barbara and Larry Keller

The Holmes Brothers are: Wendell Holmes, Sherman Holmes and Popsy Dixon.

I want to thank Byron Isaacs, Hector Castillo, Glenn Patscha, Chris Masterson, Steve Goulding, Falcon Valdez, Shawn Pelton and Bob Glaub for making this music with me. I am fortunate to keep their company.