Produced and Engineered by Roland Janes at at Sam Phillips Recording Service, Memphis, TN
All songs written by John Paul Keith except "She's Almost You" by John Paul Keith and Mark Edgar Stuart
Arranged & Performed by The One Four Fives
JPK: Vocals, Guitar
Mark Edgar Stuart: Bass, Vocals
John Argroves: Drums, Vocals
Al Gamble: Organ, Piano, Vocals
James Godwin: Bass on "You Really Ought to Be With Me"
John Whittemore: Pedal steel on "There's a Heartache Going 'Round"
Geoff Smith & Joshua Cosby: Harmony Vocals on "If You Catch Me Staring"
Executive Producer: Bruce Watson
Mixed by Bronson Tew at Dial Back Sound, Water Valley, MS
Additional overdubs engineered by Bronson Tew & Lucas Peterson
Mastered by Timothy Stollenwerk at Stereophonic Mastering