Track listing

1. "I Can't Be New" (Jane Paul, Werner) - 2:54
2. "Late for the Dance" - 3:36
3. "Seeing You Again" - 2:41
4. "I'm Not Sure" - 4:15
5. "Much at All" - 4:08
6. "Tall Drink of Water" - 3:01
7. "You Come Through" - 3:13
8. "No One Needs to Know" - 2:58
9. "Let's Regret This in Advance" - 2:45
10. "Don't I Know You" - 3:05
11. "Philanthropy" - 2:53
12. "Stay on Your Side of Town" - 2:54
13. "Maybe If I Sang Cole Porter (Coda)" - 1:46

Personnel

• Susan Werner - 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...
  
  , rhythm guitar
  Rhythm guitar
  Rhythm guitar is a technique and rôle that performs a combination of two functions: to provide all or part of the rhythmic pulse in conjunction with singers or other instruments; and to provide all or part of the harmony, ie. the chords, where a chord is a group of notes played together...
  
  , ukulele
  Ukulele
  The ukulele, ; from ; it is a subset of the guitar family of instruments, generally with four nylon or gut strings or four courses of strings....
  
  , 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...
  
  , background vocals, Wurlitzer, nylon string guitar
• Eugene Friesen - cello
  Cello
  The cello is a bowed string instrument with four strings tuned in perfect fifths. It is a member of the violin family of musical instruments, which also includes the violin, viola, and double bass. Old forms of the instrument in the Baroque era are baryton and viol .A person who plays a cello is...
  
  
• Crit Harmon - percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  , handclapping, snaps
• Hatfield Five - string quartet
  String quartet
  A string quartet is a musical ensemble of four string players – usually two violin players, a violist and a cellist – or a piece written to be performed by such a group...
  
  
• Brad Hatfield - 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...
  
  , Hammond organ
  Hammond organ
  The Hammond organ is an electric organ invented by Laurens Hammond in 1934 and manufactured by the Hammond Organ Company. While the Hammond organ was originally sold to churches as a lower-cost alternative to the wind-driven pipe organ, in the 1960s and 1970s it became a standard keyboard...
  
  , vibraphone
  Vibraphone
  The vibraphone, sometimes called the vibraharp or simply the vibes, is a musical instrument in the struck idiophone subfamily of the percussion family....
  
  , Fender Rhodes
• John Lockwood - upright bass
• Dave Mattacks
  Dave Mattacks
  Dave Mattacks is a rock and folk drummer. Best known for his work with Fairport Convention, Mattacks has also worked both as a session musician, and as a performance artist...
  
   - 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 ....
  
  
• Billy Novick - clarinet
  Clarinet
  The clarinet is a musical instrument of woodwind type. The name derives from adding the suffix -et to the Italian word clarino , as the first clarinets had a strident tone similar to that of a trumpet. The instrument has an approximately cylindrical bore, and uses a single reed...
  
  , woodwind
• Stephen Sadler - banjo
  Banjo
  In the 1830s Sweeney became the first white man to play the banjo on stage. His version of the instrument replaced the gourd with a drum-like sound box and included four full-length strings alongside a short fifth-string. There is no proof, however, that Sweeney invented either innovation. This new...
  
  , 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...
  
  , 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...
  
  , ukulele, baritone ukulele
• Mike Turk - chromatic harmonica

Production

• Producer: Crit Harmon
• Engineer: Crit Harmon, John Lupfer
• Mixing: John Lupfer
• Mastering: Paul Angelli
• A&R: David Wilkes
• Digital editing: Matt Beaudoin
• Arranger: Billy Novick
• Product manager: Dan O'Leary
• Design: Jeff Gilligan
• Caricatures: Adam Belmares