Track listing

1. "Ugly Man" – 4:20
2. "Second Chance" – 4:53
3. "Bitchnostrophy" – 4:38
4. "Little Mysteries" – 5:01
5. "Lap Dog" – 3:58
6. "Tell Somebody (Repeal The Patriot Act)" – 4:04
7. "Sailor Song" (Jones, David Kalish) – 5:00
8. "A Tree On Allenford" – 5:13
9. "It Takes You There" – 5:17
10. "Mink Coat At The Bus Stop" – 4:50
11. "The Evening Of My Best Day" – 4:15
12. "A Face In The Crowd" – 3:43

Personnel

• Rickie Lee Jones – vocals, guitar, piano, sitar, percussion, bowed dulcimer
  Bowed dulcimer
  The bowed dulcimer is an instrument that is held upright, with the bottom of the instrument held on the player's lap. It is about the size of the Appalachian dulcimer and has a teardrop shape. The bowed dulcimer has a sound deeper than that of a violin's, much like the viola or cello. The...
  
  , horn arrangements
• Syd Straw
  Syd Straw
  Syd Straw is an American rock singer and songwriter. The daughter of actor Jack Straw , she began her career singing backup for Pat Benatar, then took her distinct voice to the indie/alternative scene and joined the Golden Palominos...
  
   – vocals
• Nels Cline
  Nels Cline
  Nels Cline is an American guitarist and composer, currently the lead guitarist of alternative rock band Wilco. David Carr of the New York Times describes Cline as "one of the best guitarists in any genre."-Career:...
  
   – guitar
• Bill Reichenbach Jr. – trombone
• Rob Wasserman
  Rob Wasserman
  Rob Wasserman is an American bass player, who has played with a wide variety of musicians including David Grisman, Lou Reed, Bob Weir, Jerry Garcia, Bruce Cockburn, Van Morrison, Rickie Lee Jones, Brian Wilson, Elvis Costello, Mark Morris, Aaron Neville, Chris Whitley, Studs Terkel, Pete Seeger,...
  
   – bass
• Blair Aaronson – orchestration
• Alex Acuña
  Alex Acuña
  Alejandro Neciosup Acuña aka Alex Acuña is a Peruvian drummer and percussionist, in the Afro-Cuban jazz style.Born in Pativilca, Peru, Acuña played in local bands from the age of ten, and moved to Lima as a teenager. At the age of eighteen he joined the band of Perez Prado, and in 1967 he moved...
  
   – percussion
• Sal Bernardi – harmonica, guitar, vocals
• Jeff Dellisanti – bass clarinet, saxophone
• Phil Feather
  We're Back! (CSULA album)
  We're Back! is a 1986 album released by the California State University, Los Angeles Jazz Ensemble, it was the springboard for the Bob Curnow's arrangement of the Pat Metheny's work The First Circle. The group proved to be one of the finest college jazz orchestras of that era with having placed...
  
   – English horn
• Bill Frisell
  Bill Frisell
  William Richard "Bill" Frisell is an American guitarist and composer.One of the leading guitarists in jazz since the late 1980s, Frisell's eclectic music touches on progressive folk, classical music, country music, noise and more...
  
   – guitar
• James Gadson – drums, vocals
• Gary Grant – trumpet
• Jerry Hey
  Jerry Hey
  Jerry Hey is an American trumpeter, flugelhornist, horn arranger, string arranger, orchestrator and session musician who has played on hundreds of commercial recordings, including Thriller and the distinctive flugelhorn solo on Dan Fogelberg's hit Longer....
  
   – trumpet, flugelhorn, transcription
• David Hidalgo
  David Hidalgo
  David Hidalgo is an American singer-songwriter, best known for his work with the band Los Lobos. He is also a member of the supergroup Los Super Seven and of the Latin Playboys, a side project band made up of some of the members of Los Lobos...
  
   – acoustic guitar
• Dan Higgins
  Dan Higgins
  Dan Higgins is an American saxophone and woodwind player. He has worked with such artists as Aerosmith, Stevie Wonder, Neil Diamond, Al Jarreau, Maroon 5, Kenny Loggins, Barry Manilow, Elton John, Go West, The Temptations, Lionel Richie, Joe Cocker and Eros Ramazzotti. He's also got over 300 motion...
  
   – flute, tenor saxophone, transcription
• David Kalish – guitar, dobro
• Neil Larsen – organ, piano
• Greg Phillinganes
  Greg Phillinganes
  Greg Phillinganes is an active session keyboardist in Los Angeles, California. He is a graduate of Cass Technical High School, Detroit Michigan....
  
   – organ, piano, vocals
• Grant Lee Phillips – vocals
• Tony Scherr – bass
• Martin Tillman – cello
• Mike Watt
  Mike Watt
  Michael David Watt is an American bassist, singer and songwriter.He is best known for co-founding the rock bands Minutemen, dos, and Firehose; , he is also the bassist for the reunited Stooges and a member of the art rock/jazz/punk/improv group Banyan as well as many other post-Minutemen...
  
   – bass
• Kenny Wollesen
  Kenny Wollesen
  Kenny Wollesen is an American drummer and percussionist.Wollesen lives in New York City. He has recorded and toured with many musicians including Tom Waits, Sean Lennon, Ron Sexsmith, Bill Frisell, Norah Jones, Steven Bernstein and John Zorn. He is a founding member of the New Klezmer Trio and a...
  
   – drums, percussion
• Eric Benet – vocals
• Craig Eastman – mandolin, violin
• Mike Elizondo – bass
• Mario Calire – drums
• Cougar Estrada – drums
• Rene Camacho – bass
• Christopher Joyner – wurlitzer
• Ben Harper & the Innocent Criminals – vocals

Chart positions

External links

• Discography at Rickie Lee Jones official web site.