Track listing

1. "Growin' Pain" (Antonio Petraglia, Wolf) - 3:12
2. "Nothing But the Wheel" (John Scott Sherrill
   John Scott Sherrill
   John Scott Sherrill is an American songwriter whose work is primarily in the field of country music. He has written songs for such artists as John Anderson, Brooks & Dunn, Jimmy Buffett , Johnny Lee, George Strait, Steve Wariner, Patty Loveless, Josh Turner, Waylon Jennings, Alison Krauss, Peter...
   
   , Wolf) - 4:34
3. "A Lot of Good Ones Gone" (Will Jennings
   Will Jennings
   Wilbur H. "Will" Jennings is an American songwriter who is popularly known for writing the lyrics for "My Heart Will Go On", the theme for the film Titanic .-Life and education:...
   
   , Wolf) - 3:33
4. "Never Like This Before" (Isaac Hayes
   Isaac Hayes
   Isaac Lee Hayes, Jr. was an American songwriter, musician, singer and actor. Hayes was one of the creative influences behind the southern soul music label Stax Records, where he served both as an in-house songwriter and as a record producer, teaming with his partner David Porter during the...
   
   , Booker T. Jones
   Booker T. Jones
   Booker T. Jones is a multi-instrumentalist, songwriter, record producer and arranger, best known as the frontman of the band Booker T. and the MGs. He has also worked in the studios with many well-known artists of the 20th and 21st centuries, earning him a Grammy Award for lifetime...
   
   , David Porter
   David Porter (musician)
   David Porter is an American soul musician. Porter is best known as the songwriting and production partner of Isaac Hayes at Stax Records during the 1960s...
   
   , Wolf) - 3:21
5. "Run Silent, Run Deep" (Timothy S. Mayer, Wolf) - 4:13
6. "Homework" (Dave Clark, Al Perkins
   Al Perkins
   Al Perkins is a Texas-born American guitarist. The Gibson guitar company called Perkins "the world's most influential Dobro player", and even began producing an "Al Perkins Signature" Dobro in 2001 - designed and autographed by Perkins....
   
   , Otis Rush
   Otis Rush
   Otis Rush is a blues musician, singer and guitarist. His distinctive guitar style features a slow burning sound and long bent notes...
   
   ) - 2:39
7. "Five O'Clock Angel" (Jennings, Wolf) - 3:00
8. "Hey Jordan" (Jennings, Wolf) - 3:03
9. "Too Close Together" (Sonny Boy Williamson
   Sonny Boy Williamson II
   Willie "Sonny Boy" Williamson was an American blues harmonica player, singer and songwriter, from Mississippi. He is acknowledged as one of the most charismatic and influential blues musicians, with considerable prowess on the harmonica and highly creative songwriting skills...
   
   , Wolf) - 2:24
10. "Some Things You Don't Want to Know" (Jennings, Wolf) - 2:31
11. "Oh Marianne" (Jennings, Wolf) - 4:19
12. "Sleepless" (Jennings, Wolf) - 4:05

Personnel

• Peter Wolf - 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...
  
  
• Larry "Rock" Campbell
  Larry Campbell (musician)
  Larry Campbell is a multi-instrumentalist who plays many stringed instruments in genres including country, folk, blues, and rock...
  
   - 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...
  
  , 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...
  
  , 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...
  
  , pedal steel, background vocals, resonator guitar
  Resonator guitar
  A resonator guitar or resophonic guitar is an acoustic guitar whose sound is produced by one or more spun metal cones instead of the wooden sound board . Resonator guitars were originally designed to be louder than conventional acoustic guitars which were overwhelmed by horns and percussion...
  
  , baritone guitar
  Baritone guitar
  The baritone guitar is a variation on the standard guitar, with a longer scale length that allows it to be tuned to a lower range. It first appeared in the classical music realm...
  
  
• Crispin Cioe - alto saxophone
  Alto saxophone
  The alto saxophone is a member of the saxophone family of woodwind instruments invented by Belgian instrument designer Adolphe Sax in 1841. It is smaller than the tenor but larger than the soprano, and is the type most used in classical compositions...
  
  
• John Conte - electric bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Charley Drayton
  Charley Drayton
  Charley Drayton is an American multi-instrumental musician and producer, who has played as a drummer and bass guitarist for many bands and artists and is currently the drummer in Australian rock bands Divinyls and Cold Chisel....
  
   - 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 ....
  
  
• Cornell Dupree
  Cornell Dupree
  Cornell Luther Dupree was an American jazz and R&B guitarist. He worked at various times with Bill Withers, Donny Hathaway, King Curtis and Steve Gadd, appeared on David Letterman, and wrote a book on soul and blues guitar: Rhythm and Blues Guitar ISBN 0-634-00149-3...
  
   - 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...
  
  , soloist
• Ada Dyer - background vocals
• Steve Earle
  Steve Earle
  Stephen Fain "Steve" Earle is an American singer-songwriter known for his rock and Texas Country as well as his political views. He is also a producer, author, a political activist, and an actor, and has written and directed a play....
  
   - vocals
• Rob Eaton
  Rob Eaton
  Rob Eaton is an American guitarist. He is best known for his work with the renowned Grateful Dead tribute band, Dark Star Orchestra, of which he has been a member since 2001.-Career:...
  
   - background vocals
• Laurence Etkin - 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...
  
  
• Robert Funk - tenor trombone
• Tony Garnier
  Tony Garnier (musician)
  Tony Garnier is an American bassist , best known as an accompanist to Bob Dylan, with whom he has played since 1989...
  
   - acoustic bass
  Double bass
  The double bass, also called the string bass, upright bass, standup bass or contrabass, is the largest and lowest-pitched bowed string instrument in the modern symphony orchestra, with strings usually tuned to E1, A1, D2 and G2...
  
  
• Milt Grayson - bass vocals
• Arno Hecht - tenor saxophone
  Tenor saxophone
  The tenor saxophone is a medium-sized member of the saxophone family, a group of instruments invented by Adolphe Sax in the 1840s. The tenor, with the alto, are the two most common types of saxophones. The tenor is pitched in the key of B, and written as a transposing instrument in the treble...
  
  
• Mick Jagger
  Mick Jagger
  Sir Michael Philip "Mick" Jagger is an English musician, singer and songwriter, best known as the lead vocalist and a founding member of The Rolling Stones....
  
   - harmonica
  Harmonica
  The harmonica, also called harp, French harp, blues harp, and mouth organ, is a free reed wind instrument used primarily in blues and American folk music, jazz, country, and rock and roll. It is played by blowing air into it or drawing air out by placing lips over individual holes or multiple holes...
  
  , vocals
• Stuart Kimball - electric guitar
• Duke Levine - guitar, mandolin, electric guitar, soloist
• Magic Dick
  Magic Dick
  Richard "Magic Dick" Salwitz was the harmonica player for The J. Geils Band. In addition to the harmonica, Salwitz plays the trumpet and saxophone. He attended Worcester Polytechnic Institute in Worcester, Massachusetts, where he met John "J" Geils and Danny Klein and became a founding member of...
  
   - harmonica
• Warren McRae - electric bass
• Sammy Merendino - percussion
• Brian Mitchell - accordion
  Accordion
  The accordion is a box-shaped musical instrument of the bellows-driven free-reed aerophone family, sometimes referred to as a squeezebox. A person who plays the accordion is called an accordionist....
  
  
• Paul Ossola - electric bass, acoustic bass
• Shawn Pelton
  Shawn Pelton
  Shawn Pelton is a New York City-based studio and session drummer. Pelton has worked with the Backstreet Boys, Sheryl Crow, Shawn Colvin, Bruce Springsteen, Celine Dion and Billy Joel...
  
   - drums
• Angelo Petraglia - acoustic guitar
• Dan Reiser - drums
• Keith Richards
  Keith Richards
  Keith Richards is an English musician, songwriter, and founding member of the Rolling Stones. Rolling Stone magazine said Richards had created "rock's greatest single body of riffs", and placed him as the "10th greatest guitarist of all time." Fourteen songs written by Richards and songwriting...
  
   - electric guitar, vocals
• Catherine Russell
  Catherine Russell
  Catherine Russell is a British stage, television and screen actress.-Personal:Catherine Russell is the daughter of actor Nicholas Smith and his wife Mary. She is married to film producer Richard Holmes and they have two children, Sam and Poppy...
  
   - background vocals
• Kevin Shurtleff - percussion, drums
• Tom West - 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...
  
  
• Kenny White
  Kenny White
  Kenny White is a singer-songwriter from New York City. Originally known mostly as a writer of music for radio and TV commercials and a producer and session keyboard player, in 2002 he released his first album, and began touring to promote his albums...
  
   - organ, acoustic guitar, 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...
  
  , background vocals, Wurlitzer
• Teresa Williams - background vocals

Production

• Producers: Peter Wolf, Kenny White
• Engineers: Rob Eaton, Chris Rival, Tom Waltz, Dave Westner, Ben Wisch
• Assistant engineers: Steve Mazur, Jacques Obadia
• Mixing: Rob Eaton, Phil Greene, Dave Westner, Ben Wisch
• Mastering: Bob Ludwig
  Bob Ludwig
  Bob Ludwig is an American mastering engineer.He is a well known and respected figure within the music industry. His name is credited on the covers of albums released across the world, and he has won numerous awards....
  
  
• Recording: Rob Eaton, Dave Westner
• Project coordinator: Karen Rome
• Session coordinator: Jill Dell'Abate
• Design: Frank Olinsky
• Photography: Joe Greene
• Cover photo: Frank Olinsky

Charts