Track listing

1. "Motel Lights" (Cooder Graw, Martindale) – 3:49
2. "Llano Estacado" (Cooder Graw, Martindale) – 2:36
3. "State Line" (Martindale) – 3:53
4. "She Loves Too Much" (Martindale) – 4:28
5. "18 Wheels of Loving" (Martindale) – 2:56
6. "Two More Tears in Texas" (Cooder Graw, Martindale) – 4:18
7. "My Give a Damn Is Broken" (Cooder Graw, Martindale) – 3:44 (featuring Asleep at the Wheel
   Asleep at the Wheel
   Asleep at the Wheel is a American country music group that was formed in Paw Paw, West Virginia, but based in Austin, Texas. Altogether, they have won nine Grammy Awards since their 1970 inception. In their career, they have released more than twenty studio albums, and have charted more than twenty...
   
   )
8. "Dirty Little Hometown Girl" (Cooder Graw, Martindale) – 3:03
9. "West Texas Wind" (Martindale) – 4:01 (featuring Kelly Willis
   Kelly Willis
   Kelly Willis is an American country music singer-songwriter, whose music has been described as contemporary country, alternative country and new traditionalist.-Early life:...
   
   )
10. "Pictures in the Closet" (Cooder Graw, Martindale) – 4:13
11. "Shotgun Wedding" (Cooder Graw, Martindale) – 4:01
12. "Memphis, Texas" (Cooder Graw, Martindale) – 4:30

Personnel

• Matt Martindale - vocals
  Singing
  Singing is the act of producing musical sounds with the voice, and augments regular speech by the use of both tonality and rhythm. One who sings is called a singer or vocalist. Singers perform music known as songs that can be sung either with or without accompaniment by musical instruments...
  
  , acoustic guitar
• Kelly Turner - 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...
  
  
• Joe Ammons - drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  , vocals
• Paul Baker - bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Jimmy "Url" Whisenhunt - pedal steel guitar
  Pedal steel guitar
  The pedal steel guitar is a type of electric guitar that uses a metal bar to "fret" or shorten the length of the strings, rather than fingers on strings as with a conventional guitar. Unlike other types of steel guitar, it also uses pedals and knee levers to affect the pitch, hence the name "pedal"...
  
  
• Jason Roberts - fiddle
  Fiddle
  The term fiddle may refer to any bowed string musical instrument, most often the violin. It is also a colloquial term for the instrument used by players in all genres, including classical music...
  
  , steel guitar, and 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...
  
   (on "Motel Lights," "She Loves Too Much," "18 Wheels of Loving", "My Give a Damn Is Broken," "West Texas Wind," and "Shotgun Wedding")
• Earl Ball - 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...
  
   (on "Llano Estacado" and "Memphis, Texas")
• Ray Benson - producer, backing vocals (on "State Line"), guitar (on "My Give a Damn Is Broken")
• Hayden Nicholas - producer, 12-string acoustic guitar (on "Motel Lights" and "State Line"), electric guitar (on "Two More Tears in Texas" and "Shotgun Wedding")
• Chris Booher - piano (on "My Give a Damn Is Broken")
• Cindy Cashdollar
  Cindy Cashdollar
  Cindy Cashdollar is a steel guitar and Dobro artist. She grew up in Woodstock, New York where she perfected her skills by playing with bluegrass musician John Herald, blues musician Paul Butterfield, and Levon Helm and Rick Danko of The Band.Cashdollar received five Grammy awards while playing...
  
   - steel guitar (on "My Give a Damn Is Broken"), dobro
  Dobro
  Dobro is a registered trademark, now owned by Gibson Guitar Corporation and used for a particular design of resonator guitar.The name has a long and involved history, interwoven with that of the resonator guitar...
  
   (on "West Texas Wind")
• Michael Francis - saxophone
  Saxophone
  The saxophone is a conical-bore transposing musical instrument that is a member of the woodwind family. Saxophones are usually made of brass and played with a single-reed mouthpiece similar to that of the clarinet. The saxophone was invented by the Belgian instrument maker Adolphe Sax in 1846...
  
   (on "My Give a Damn Is Broken")
• David Miller - bass (on "My Give a Damn Is Broken")
• David Sanger - drums (on "My Give a Damn Is Broken")
• Kelly Willis
  Kelly Willis
  Kelly Willis is an American country music singer-songwriter, whose music has been described as contemporary country, alternative country and new traditionalist.-Early life:...
  
  - duet vocals (on "West Texas Wind")
• Larry Seyer - engineer, piano (on "Picture in the Closet")
• Mark Nathan - engineer
• Cris Burns - engineer
• Dave Kembro - assistant engineer
• Justin Escue - assistant engineer
• Mike Key - road manager/sound technician
• P.R. Wylie - art direction and cover design, photos
• Bobby Turner - manager
• Shelby Morrison - photos
• Randy West - photos
• R.T. Hicks - band photo