All songs written by Jon Randall except where noted.
- "Baby Make the Sun Go Down" (Jon Randall, Mark Winchester) – 2:58
- "Can't Find the Words" – 3:32
- "Willin'" (Lowell George) – 3:45
- "Can't Hurt Anymore" – 4:32
- "Mountain of Regret" – 3:51
- "Afraid of the Dark" – 5:07
- "Sweet Loretta" – 3:57
- "Blew Me Away" – 3:38
- "Walk the Line" – 3:50
- "Breakin' the Rules" – 4:05
- "Lonely Street" – 5:26
- Larry Atamanuik – drums
- Tom Britt – slide guitar
- Sam Bush – mandolin, background vocals
- Steve Conn – accordion Hammond B-3 organ, Wurlitzer electric piano
- John Cowan – bass guitar, background vocals
- Jerry Douglas – Dobro, lap steel guitar
- Emmylou Harris – background vocals
- Monty Hitchcock – tambourine
- Roy Huskey, Jr. – upright bass
- Richard McLaurin – electric guitar, Hammond B-3 organ, shaker
- Lorrie Morgan – background vocals
- Tim O'Brien – background vocals
- Al Perkins – lap steel guitar
- Dave Pomeroy – bass guitar
- Jon Randall – acoustic guitar, 12-string guitar, electric guitar, percussion, vocals
- Kim Richey – background vocals
- Randy Stewart – acoustic guitar, background vocals
- Harry Stinson – drums, percussion, background vocals
- Brent Truitt – acoustic guitar, electric guitar, percussion, papoose, mandolin
- Kenny Vaughan – electric guitar
- Scott Vestal – banjo