Track listing

1. "Places That Are Gone" – 3:55
2. "Nothing Happened Yesterday" – 3:57
3. "Baby Face" – 3:35
4. "Back to Zero Now" – 3:05
5. "When the Truth Is Found" – 3:04
6. "Hey! Little Child" – 3:16 (Alex Chilton
   Alex Chilton
   William Alexander "Alex" Chilton was an American songwriter, guitarist, singer and producer, best known as the lead singer of the Box Tops and Big Star...
   
   )
   • Originally recorded by Alex Chilton, 1980
7. "Something Got a Hold of Me" – 3:24
8. "The Real Underground" – 3:50
9. "Misunderstood" – 2:58
10. "That You Do" – 3:22
11. "Mr. Roland" – 5:39
12. "Back Again (Try)" – 4:04
13. "Safe in the Light" – 3:50
14. "People With Fast Cars Drive Fast" – :56
15. "Love Is the Only Thing That Matters" – 2:33
16. "Dull Afternoon" – 1:43
17. "Tattoo" – 2:57 (Pete Townshend
    Pete Townshend
    Peter Dennis Blandford "Pete" Townshend is an English rock guitarist, vocalist, songwriter and author, known principally as the guitarist and songwriter for the rock group The Who, as well as for his own solo career...
    
    )
    • Originally recorded by The Who
      The Who
      The Who are an English rock band formed in 1964 by Roger Daltrey , Pete Townshend , John Entwistle and Keith Moon . They became known for energetic live performances which often included instrument destruction...
      
      , 1967
18. "Don't Sleep in the Daytime" – 3:21
19. "Hey Man" – 1:41
20. "Andrea" – 3:17
21. "Something to Rave About" – 2:44
22. "Shake Some Action" – 4:31 (Cyril Jordan, Chris Wilson)
    • Originally recorded by The Flamin Groovies
      The Flamin Groovies
      Flamin' Groovies were an American rock music band of the 1960s and 1970s. They began in San Francisco in 1965, founded by Ron Greco, Cyril Jordan and Roy Loney. They are perhaps best known for their song "Shake Some Action", which was later featured in the 1995 movie Clueless...
      
      , 1976
23. "Sleeping on a Rollercoaster" – 3:34

The band

• Tommy Keene — Vocals, lead guitar
  Lead guitar
  Lead guitar is a guitar part which plays melody lines, instrumental fill passages, guitar solos, and occasionally, some riffs within a song structure...
  
  , keyboards
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  
• Ted Nicely — Bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
   ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland", "Back Again (Try)", "Safe in the Light", "People With Fast Cars Drive Fast", "Love Is the Only Thing That Matters", "Dull Afternoon")
• Billy Connelly — Guitar, back-up vocals
  Backing vocalist
  A backing vocalist or backing singer is a singer who provides vocal harmony with the lead vocalist or other backing vocalists...
  
   ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland", "Back Again (Try)", "Safe in the Light")
• Doug Tull — 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 ....
  
   ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland", "Back Again (Try)", "Safe in the Light", "People With Fast Cars Drive Fast", "Love Is the Only Thing That Matters")
• Brad Quinn — Bass guitar, back-up vocals ("Hey Man", "Andrea", "Something to Rave About", "Shake Some Action", "Sleeping on a Rollercoaster")
• John Richardson
  John Richardson (drummer)
  John Richardson is an American drummer who works in rock and alt-country with such artists as Gin Blossoms, Badfinger and Wilco guitarist Jay Bennett.-Early career:...
  
   — Drums ("Hey Man", "Andrea", "Something to Rave About", "Shake Some Action", "Sleeping on a Rollercoaster")

Additional musicians

• Justin Hibbard — Lead guitar ("Hey Man"), 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...
  
   ("Something to Rave About", "Sleeping on a Rollercoaster")
• Eric Peterson — Lead guitar ("Andrea"), 2nd lead break ("Shake Some Action")

Production

• Tommy Keene — Producer ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland", "People With Fast Cars Drive Fast", "Love Is the Only Thing That Matters", "Dull Afternoon", "Tattoo", "Don't Sleep in the Daytime", "Hey Man", "Andrea", "Something to Rave About", "Shake Some Action", "Sleeping on a Rollercoaster")
• Ted Nicely — Producer ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland")
• Steve Carr — Engineer ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland", "People With Fast Cars Drive Fast", "Love Is the Only Thing That Matters", "Dull Afternoon", "Tattoo", "Don't Sleep in the Daytime", "Hey Man", "Andrea", "Something to Rave About", "Shake Some Action", "Sleeping on a Rollercoaster")
• T-Bone Burnett
  T-Bone Burnett
  Joseph Henry Burnett , widely known as T-Bone Burnett, is an American musician, songwriter, and soundtrack and record producer.He was a guitarist in Bob Dylan's band on the Rolling Thunder Revue...
  
   — Producer ("Back Again (Try)")
• Don Dixon — Producer ("Back Again (Try)", "Safe in the Light")
• Steve Haigler — Engineer ("Back Again (Try)")
• Steve Gronback — Engineer ("Safe in the Light")
• Phil Brown — Mastering

Additional credits

• Recorded at Hit and Run Studios, Rockville
  Rockville, Maryland
  Rockville is the county seat of Montgomery County, Maryland, United States. It is a major incorporated city in the central part of Montgomery County and forms part of the Baltimore-Washington Metropolitan Area. The 2010 U.S...
  
  , Maryland
  Maryland
  Maryland is a U.S. state located in the Mid Atlantic region of the United States, bordering Virginia, West Virginia, and the District of Columbia to its south and west; Pennsylvania to its north; and Delaware to its east...
  
   ("Places That Are Gone", "Nothing Happened Yesterday", "Baby Face", "Back to Zero Now", "When the Truth Is Found", "Hey! Little Child", "Something Got a Hold of Me", "The Real Underground", "Misunderstood", "That You Do", "Mr. Roland", "People With Fast Cars Drive Fast", "Love Is the Only Thing That Matters", "Dull Afternoon", "Tattoo", "Don't Sleep in the Daytime", "Hey Man", "Andrea", "Something to Rave About", "Shake Some Action", "Sleeping on a Rollercoaster")
• Recorded at Reflection, Charlotte
  Charlotte, North Carolina
  Charlotte is the largest city in the U.S. state of North Carolina and the seat of Mecklenburg County. In 2010, Charlotte's population according to the US Census Bureau was 731,424, making it the 17th largest city in the United States based on population. The Charlotte metropolitan area had a 2009...
  
  , North Carolina
  North Carolina
  North Carolina is a state located in the southeastern United States. The state borders South Carolina and Georgia to the south, Tennessee to the west and Virginia to the north. North Carolina contains 100 counties. Its capital is Raleigh, and its largest city is Charlotte...
  
  ("Back Again (Try)")
• Remixed at TGS Studios, North Carolina ("Safe in the Light")
• Mastered at DigiPrep
• Moki — Cover photo
• Tommy Keene — Photography
• Rick Gershon — Liner notes
• Greg Stata — A.D.
• Ed Morgan — Manager
• "Thanks to Bobby, Ed, Jon, Delight, The Alias Staff, Steve, Brad, Petri, Diane Stata, Mark Kates, Tom Zutaut"