- "Y'all Ready"
- "That Boy"
- "Lochloosa"
- "Dirtfloorcracker"
- "Fireflies"
- "Ten Thousand Islands"
- "Six Ways From Sunday"
- "The Wrong Side"
- "Everybody's"
- "Gal Youngin"
- "How Junior Got His Head Put Out"
- "The Long Way Home"
- "Pray For Rain"
- JJ Grey - vocals, acoustic guitar (2, 3, 5, 13), electric guitar (4, 7), harmonica (3, 5, 6, 9–13), bass (2, 8, 9), tambourine (7, 10, 12), electric piano (8, 9), acoustic piano (9)
- Daryl Hance - slide guitar (1, 3–7, 9–12)
- Fabrice Quentin - bass (1, 3–7, 10–12), shaker (11)
- Craig Barnette - drums (3–7, 10–12), percussion (11)
- George Sluppick - drums (2, 8, 9), tambourine (2, 8, 9), backing vocals (2, 7–9, 12)
- Mike Shapiro - electric piano (1, 3–5, 7), acoustic piano (6, 10–12), organ (6)
- Malcolm "Papa Mali" Melbourne - acoustic and slide guitar, backing vocals (2, 8, 9)
- Robert Walter - organ (3)
- Todd Sickafoose - acoustic upright bass (10)
- Dan Prothero - producer, engineer, editing, mixing, graphic design, photography, programming