Track listing

1. "Don't Let Me Down" (Croce, Steve Poltz
   Steve Poltz
   Steve Poltz is a Canadian-born American singer-songwriter and guitarist based in San Diego, California. He is a founding member of the indie-rock band The Rugburns and is best known for co-writing the #2 Jewel song "You Were Meant for Me"...
   
   ) – 3:25
2. "Baby Tonight" – 3:11
3. "Call Me Dear" – 3:03
4. "Lying on the Ground" (Croce) – 4:10
5. "Too Soon" (Laurie Barth, Croce, Dave Howard) – 2:53
6. "I Believe" (Croce, Poltz
   Steve Poltz
   Steve Poltz is a Canadian-born American singer-songwriter and guitarist based in San Diego, California. He is a founding member of the indie-rock band The Rugburns and is best known for co-writing the #2 Jewel song "You Were Meant for Me"...
   
   ) – 3:35
7. "Upside Down" (Croce, Howard) – 4:10
8. "Cold" – 1:48
9. "You're Not There" – 2:49
10. "Alone and Together" – 3:02
11. "Hung Up (On You)" – 3:12
12. "What You Want" – 3:41
13. "Almost Angeline" (Croce, Howard) – 2:58
14. "How Long" – 4:44

Personnel

• A. J. Croce – organ
  Organ (music)
  The organ , is a keyboard instrument of one or more divisions, each played with its own keyboard operated either with the hands or with the feet. The organ is a relatively old musical instrument in the Western musical tradition, dating from the time of Ctesibius of Alexandria who is credited with...
  
  , acoustic guitar, guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  , piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , electric piano
  Electric piano
  An electric piano is an electric musical instrument.Electric pianos produce sounds mechanically and the sounds are turned into electrical signals by pickups. Unlike a synthesizer, the electric piano is not an electronic instrument, but electro-mechanical. The earliest electric pianos were invented...
  
  , vocals, background vocals
• David Curtis – bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Davey Faragher – bass
• Dave Howard Singers – background vocals
• Nick Kirgo – electric guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  , slide guitar
  Slide guitar
  Slide guitar or bottleneck guitar is a particular method or technique for playing the guitar. The term slide refers to the motion of the slide against the strings, while bottleneck refers to the original material of choice for such slides: the necks of glass bottles...
  
  
• Greg Leisz
  Greg Leisz
  Greg Leisz is an American multi-instrumentalist, playing lap and pedal steel guitars, guitar, mandolin, and bass.- Biography :Leisz was influenced early on by the Byrds and Flying Burrito Brothers, especially pedal steel player "Sneaky" Pete Kleinow...
  
   – mandolin
  Mandolin
  A mandolin is a musical instrument in the lute family . It descends from the mandore, a soprano member of the lute family. The mandolin soundboard comes in many shapes—but generally round or teardrop-shaped, sometimes with scrolls or other projections. A mandolin may have f-holes, or a single...
  
  
• Phil Smith – background vocals