Track listing

1. "If I Left You" (Kelly Willis) – 3:09
2. "Easy (as Falling Apart)" (Willis) – 4:12
3. "What Did You Think" (Bruce Robison
   Bruce Robison
   Bruce Robison is an Austin-based Texas country music singer-songwriter. Bruce and his brother, fellow singer-songwriter Charlie Robison, grew up in Bandera, Texas near San Antonio, and he currently resides in Austin, Texas...
   
   ) – 3:34
4. "You Can't Take It with You" (Paul Kelly) – 3:03
5. "Getting to Me" (Willis, Gary Louris
   Gary Louris
   Gary Louris is a guitarist, singer, and songwriter of alternative country and pop music. He was a founding member of the Minneapolis-based band The Jayhawks, and their principal songwriter and vocalist after the departure of Mark Olson; he is often credited with the band's subsequent move from...
   
   ) – 4:32
6. "Don't Come the Cowboy with Me Sonny Jim!" (Kirsty MacColl
   Kirsty MacColl
   Kirsty Anna MacColl was an English singer-songwriter.MacColl scored several pop hits from the early 1980s to the early 1990s...
   
   ) – 3:57
7. "Wait Until Dark" (Willis, John Leventhal
   John Leventhal
   John Leventhal is a Grammy Award-winning musician, producer, songwriter, and recording engineer who has produced albums for Michelle Branch, Rosanne Cash, Marc Cohn, Shawn Colvin, Rodney Crowell, Jim Lauderdale, Joan Osborne, Loudon Wainwright, The Wreckers and many others...
   
   ) – 3:41
8. "Find Another Fool" (Marcia Ball
   Marcia Ball
   Marcia Ball is an American blues singer and pianist, born in Orange, Texas but who grew up in Vinton, Louisiana. She was described in USA Today as "a sensation, saucy singer and superb pianist.....
   
   ) – 3:14
9. "Not What I Had in Mind" (Willis) – 4:07
10. "Reason to Believe" (Willis) – 3:17

Personnel

• Chris Burns – assistant engineer
• Floyd Domingo – piano
• Tony Edwards – glockenspiel
• Amy Farris
  Amy Farris
  Amy Farris was an American fiddler, singer and songwriter. She toured or recorded with artists such as Dave Alvin, Exene Cervenka, Ray Price, Bruce Robison, Kelly Willis and Brian Wilson. Her 2004 solo album Anyway was released on Yep Roc Records...
  
   – violin, viola, backing vocals
• Rafael Gayol
  Rafael Gayol
  Rafael Bernardo Gayol is a drummer, percussionist, songwriter, singer and actor.Born in Mexico City and raised in Los Angeles, California, he has worked as a drummer/percussionist/vocalist recording and touring with such diverse artists as Leonard Cohen, Doll Congress, BoDeans, Sun 60, Charlie...
  
   – drums
• Vince Gill
  Vince Gill
  Vincent Grant "Vince" Gill is an American neotraditional country singer-songwriter and multi-instrumentalist. He has achieved commercial success and fame both as frontman to the country rock band Pure Prairie League in the 1970s, and as a solo artist beginning in 1983, where his talents as a...
  
   – backing vocals
• Paul Glasse – mandolin
• Robert Hadley – mastering
• Thomas Johnson – assistant engineer
• Steven Jurgensmeyer – design
• Alison Krauss
  Alison Krauss
  Alison Maria Krauss is an American bluegrass-country singer, songwriter and fiddler. She entered the music industry at an early age, winning local contests by the age of ten and recording for the first time at fourteen. She signed with Rounder Records in 1985 and released her first solo album in...
  
   – backing vocals
• John Ludwick – bass
• Lloyd Maines
  Lloyd Maines
  Lloyd Maines is an American Grammy Award-winning country music record producer, musician and songwriter. He was born and raised in Lubbock, Texas and is now based in Bulverde, Texas....
  
   – electric guitar, steel guitar
• Ian McLagan
  Ian McLagan
  Ian McLagan is an English keyboard instrumentalist, best known as a member of the English rock bands Small Faces and Faces.-Small Faces and Faces:...
  
   – piano, Hammond organ, wurlitzer
• Gary Paczosa – producer, engineer, mixing
• Chuck Prophet
  Chuck Prophet
  Chuck Prophet is an American singer-songwriter, guitarist and producer. A Californian, Prophet first achieved notice in the American psychedelic/desert rock group Green on Red, with whom he toured and recorded in the 1980s...
  
   – acoustic guitar, electric guitar, wurlitzer
• Bruce Robison
  Bruce Robison
  Bruce Robison is an Austin-based Texas country music singer-songwriter. Bruce and his brother, fellow singer-songwriter Charlie Robison, grew up in Bandera, Texas near San Antonio, and he currently resides in Austin, Texas...
  
   – backing vocals
• Doug Sax – mastering
• Mellissa Schleicher – make-up, hair stylist
• Rolf Sieker – banjo
• Mark Spencer – acoustic guitar, piano, electric guitar, rhythm guitar, bonang, national steel guitar, baritone guitar
• Chris Thile
  Chris Thile
  Christopher Scott Thile is an American musician, best known as the mandolinist and a singer for the progressive acoustic trio Nickel Creek. His current band is Punch Brothers whose most recent album is Antifogmatic...
  
   – mandolin
• Geoff Travis – executive producer
• Dan Tyminski – backing vocals
• Dana Tynan – photography
• 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:...
  
  – vocals, producer, vocal harmony

Chart performance