Track listing

1. "Spider's Blues (Might Need It Sometime)" (Barrère, Payne, Tackett) – 4:19
2. "Shake Me Up" (Barrère, Fuller, Kibbee, Payne) – 4:52
3. "Things Happen" (Barrère, Payne, Tackett) – 4:25
4. "Mojo Haiku" (Fuller, Payne) – 5:12
5. "Loved and Lied To" (Barrère, Fuller, Hayward, Payne) – 5:00
6. "Don't Try So Hard" (Fuller) – 4:19
7. "Boom Box Car" (Barrère) – 4:37
8. "Fast & Furious" (Barrère, Clayton, Payne, Tackett) – 4:13
9. "Livin' on Dreams" (Barrère, Fuller, Payne, Tackett) – 5:26
10. "Clownin'" (Barrère, Tackett) – 4:44
11. "Down in Flames" (Barrère, Fuller, Kibbee, Park, Payne) – 6:22

Personnel

• Paul Barrère
  Paul Barrere
  Paul Barrere is a current member of the band Little Feat, having joined the band in 1974...
  
   - vocals, 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...
  
  , 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...
  
  
• Sam Clayton
  Sam Clayton
  Sam Clayton has been a singer and percussionist, primarily focusing on drums; conga and djembe, throughout his musical career. He is best known for his membership as percussionist and supporting vocalist with the American rock band Little Feat since 1972....
  
   - 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...
  
  , vocals
• Craig Fuller
  Craig Fuller
  Craig Fuller is an American musician and songwriter. Co-founder of Pure Prairie League, along with John David Call and George Ed Powell. Fuller departed after their second album, Bustin' Out, due to draft board problems. He returned to the music business in 1976 for two LPs with American Flyer...
  
   - vocals, guitar
• Kenny Gradney
  Kenny Gradney
  Kenny Gradney, a native of New Orleans, is a member of the band Little Feat. He joined after their second album, replacing founding bassist Roy Estrada in 1972....
  
   - bass
• Richie Hayward
  Richie Hayward
  Richie Hayward was a drummer best known as a founding member and drummer in the band Little Feat. He performed with several bands and worked as a session player...
  
   - 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
• Bill Payne
  Bill Payne
  Bill Payne is a founding member of American rock band Little Feat. He is considered by many other piano rock musicians, including Elton John, to be one of the finest American piano rock and blues music artists...
  
   - keyboards, vocals
• Fred Tackett
  Fred Tackett
  Fred Tackett, an American native of Arkansas, is an accomplished songwriter and multi-instrumentalist. Originally a session player on guitar, mandolin, and trumpet, he is best known for his longevity as a member of the band Little Feat....
  
   - guitar, acoustic guitar
  Acoustic guitar
  An acoustic guitar is a guitar that uses only an acoustic sound board. The air in this cavity resonates with the vibrational modes of the string and at low frequencies, which depend on the size of the box, the chamber acts like a Helmholtz resonator, increasing or decreasing the volume of the sound...
  
  , trumpet
  Trumpet
  The trumpet is the musical instrument with the highest register in the brass family. Trumpets are among the oldest musical instruments, dating back to at least 1500 BCE. They are played by blowing air through closed lips, producing a "buzzing" sound which starts a standing wave vibration in the air...
  
  

Additional personnel

• Valerie Carter
  Valerie Carter
  Valerie Carter to James J and Dorothy Carter, is an American singer-songwriter...
  
   - backing vocals on tracks 4, 5 & 9
• Shaun Murphy
  Shaun Murphy (singer)
  Shaun Murphy is an American R&B singer songwriter, best known for her powerhouse singing style. Her recording career started in 1971 with Motown Records and continues to this day.-Biography:...
  
   - backing vocals on tracks 1, 2, 3, 8 & 10 (joined band 1993)
• Bonnie Sheridan - backing vocals on tracks 3 and 10
• The Memphis Horns - brass on track 3