- "I Know a Place" (Tommy Lee James, Harry Stinson) - 3:35
- "I'm Not Listening Anymore" (Debbie Zavitson, Russ Zavitson) - 3:41
- "It's Been a Pleasure (Not Knowing You)" (Randy Archer) - 3:33
- "Better Half of My Heart" (Davis Daniel, Tom Laffey, Elbert West) - 3:18
- "What I Wouldn't Give" (J.P. Pennington, Troy Seals) - 3:37
- "Ruth Ann" (Jimmy Alan Stewart, Al Carmichael, Gary Griffin) - 3:30
- "My Heart's Not in It" (Monty Powell, Debi Cochran, John Paul Daniel) - 3:14
- "Beer and Money" (D. Daniel, Chris Paul) - 2:50
- "From Where I Stand" (Freddy Weller, Ricky John Holt) - 3:24
- "Here's Lookin' at You" (D. Daniel, Tom Laffey) - 3:35
- Eddie Bayers - drums
- Joe Chemay - bass guitar
- Dan Dugmore - electric guitar, steel guitar
- Larry Franklin - fiddle, mandolin
- Paul Franklin - steel guitar
- John Hobbs - synthesiser, piano, clavinet, wah-wah clavinet
- Dann Huff - bass guitar, 6-string bass guitar, electric guitar, gut string guitar
- Paul Leim - drums
- Anthony Martin - synthesizer, wah-wah technician, background vocals
- Steve Nathan - synthesizer, piano, Hammond organ
- Michael Rhodes - bass guitar
- John Wesley Ryles - background vocals
- Russell Terrell - background vocals
- Billy Joe Walker, Jr. - acoustic guitar, electric guitar
- Biff Watson - acoustic guitar
- Dennis Wilson - background vocals
- Curtis Young - background vocals