- "East of East" (T-Bone Burnett, Bob Neuwirth, Steven Soles)
- "Born in Captivity" (Arthur Buster Stahr)
- "Blue Lonely Night" (Soles)
- "Silver Mantis" (Burnett, John Fleming)
- "Honey Run" (K. O. Thomas)
- "Adrenalin" (Burnett, Soles, Jim Ganzer)
- "You Angel You" (Bob Dylan)
- "Not Everything Has a Price" (Burnett, Soles)
- "Love and Romance" (Soles)
- "Mystified" (Burnett)
- "Spark in the Dark (On the Moody Existentialist)" (Burnett)
- "Jazz Hymn" (W. M. Ham)
- T-Bone Burnett – vocals, guitar, piano
- David Mansfield – guitar, mandolin, violin, dobro, pedal steel guitar, percussion, cello, viola, violin
- Steven Soles – vocals, guitar, piano
- David Miner – bass
- Matt Betton – drums
- Bill Maxwell – drums
- Joe Correro – drums
- Geoffrey Hales – drums
- Ringo Starr – drums ("Born in Captivity" and "You Angel You")[4]
- K.O. Thomas – keyboards
- Mike Utley – keyboards
- Osamu Kitajima – koto
- Cindy Bullens – background vocals