released May 11, 2004

John Paul Keith: Vocals, guitar, organ, Wurlitzer, pedal steel, percussion
Nikolaus Mimikakis: Vocals, guitar, organ, Wurlitzer, percussion
Thomas Mimikakis: Drums, percussion
Greg Slamen: Bass, organ, Wurlitzer, percussion

Along with:
Philip Shouse: Vocals, guitar, saxophone
James Brangle: Piano, organ, Wurlitzer
Jody Nelson: Pedal steel

All songs written by Stateside except:
"Time Time Time" by Stateside/Philip Shouse/Sarah Ellis
"Phonograph", "We Will Find a Way", "Ever/After" by John Paul Keith
"I Don't Mind" by John Paul Keith and Adam Landry
"Baby Goodbye", "Song in D" by Nikolaus Mimikakis

Produced, recorded, and mixed by Stateside in Birmingham, AL
Mastered by Jim Demain in Nashville, TN
Cover and band photos by Shawn Avery
Inside photos by Stateside
Layout by Dave Klug for Colossus

Thanks to: Philip Shouse, James Brangle, Jody Nelson, Rita Chiesa, all our families, Joseph Clagg, Daisuke at Wizzard in Vinyl, Laurel at Silverleaf Booking, Scott Hollifield, Bernard Cahill, Matt Maher, Chad Brown, Bucky Baxter, Adam Landry, Shawn Avery, Ashby Pate, Sarah Ellis, Frank Caller, Joe Blaney, American Minor, Spectraflex Cables, Lionel Deroche, Danny Smith, Jon Wharnsby, David and Susan Morison, Jason Elgin, Dave Parker, and everyone at The Nick.