Credits

Matthew Sweet: Guitar, Bass, Producer, Mellotron, Mixing, Organ, Piano, Electric Piano, Sound Effects, Vocals, Recording, 12-String Guitar, Art Direction
Shawn Amos: A & R
Richard Lloyd: Lead Guitar
Susanna Hoffs: Vocals
Ivan Julian: Acoustic Guitar, Guitar Feedback, Lead Guitar
Greg Leisz: Guitar, Bass, Mandolin, Pedal Steel, Lead Guitar, Octave Guitar
Dorothy Stefanski: Project Assistant
Jeff Palo: Project Assistant
Glenn Schick: Mastering
Ric Menck: Drums
Dave McIntosh: Business Affairs
Robert Kim: Project Assistant
Lisa Sweet: Vocals
Karrie Stouffer: Artwork, Package Supervision
TJ River: Art Direction
Bahia Lahoud: Design
Brian Valentine: Photography