Kris Woolsey: guitar, lead vocals, songwriting except where noted
Marc Fagelson: bass, most backing vocals
Bob DuCharme: lead guitar, slide, harmonica, some backing vocals
Johnny Blazis: drums
Produced by Philip Shelley
I'll Be On My Way (Lennon/McCartney)
Produced by Kris Woolsey
I Want You Around (Shelley)
Hiawatha (DuCharme)