Drums, Bass, Guitar, Piano, Organ [Optigan], Mellotron, Chamberlin, Vibraphone, Glockenspiel, Vocals – Jon BrionFeaturing [Byrds' Quotes] – Roger McGuinnLyrics By – Aimee MannMusic By – Aimee Mann, Jules Shear, Marty Willson-PiperOrgan [Pump], Vocals – Aimee MannPercussion – Michael Hausman

Acoustic Guitar – Buddy JudgeBass, Mellotron, Vocals – Aimee MannDrums – Jim KeltnerElectric Guitar, Mellotron, Vocals – Jon Brion

Acoustic Guitar – Buddy JudgeBass, Vocals – Aimee MannDrums – Jim KeltnerElectric Guitar, Piano, Harmonium, Organ [Optigan, Pump], Chamberlin – Jon BrionWritten-By – Aimee Mann, Jon Brion

Bass, Electric Guitar, Acoustic Guitar, Piano, Mellotron, Vocals – Jon BrionDrums – Milt SuttonLyrics By – Aimee Mann, Jon BrionMusic By – Jon BrionPercussion, Vocals – Aimee Mann

Acoustic Bass, Organ [Pump], Mellotron, Chamberlin, Harmonium, Kazoo – Jon BrionAcoustic Guitar – Buddy JudgePercussion [Orchestral] – Michael Hausman

Arranged By [Strings], Conductor – Jimmie HaskellEuphonium – Randy BrionFeaturing – The Sid Sharp StringsOboe – Mike BreauxPiano, Arranged By [Woodwinds] – Jon Brion

Acoustic Guitar [Hi-fi], Vocals – Buddy JudgeBass, Acoustic Guitar [Lo-fi], Vocals – Aimee MannCello [Electric] – David Coleman Drums – Michael HausmanElectric Guitar, Organ [Hammond], Mellotron, Harmonium [Indian], Tambourine, Piano, Glockenspiel, Harmonica [Bass Harmonica], Vocals – Jon BrionProducer – Tony Berg

Acoustic Guitar, Vocals – Buddy JudgeArranged By – Jon BrionBass – Aimee MannDrums, Keyboards – Jon BrionStrings – The Sid Sharp StringsWritten-By – Aimee Mann, Jon Brion

Bassoon – Mike BreauxDrums [Bass, Tongue], Cymbal, Congas – Michael HausmanElectric Guitar, Piano, Organ [Cottage, B-3, Optigan, Wurlitzer], Celesta, Piano [Tack], Harmonica [Bass Harmonica], Piccolo Flute, Other [Bottles] – Jon BrionGuitar [Nylon String] – Aimee MannProducer – Aimee Mann, Michael HausmanVocals, Other [Bottles] – Buddy Judge

Acoustic Guitar, Vocals – Aimee MannAcoustic Guitar, Vocals, Pipe – Buddy JudgeBass, Electric Guitar, Guitar [Turtle], Piano, Organ [Optigan, Hammond], Piano [Toy], Marimba, Pipe, Vocals – Jon BrionDrums – Michael HausmanTrombone – Randy Brion