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tracks 1, 8, 10 acoustic guitar Bernice Lewis
tracks 1-2, 8-10 alto saxophone Levi Owens
directed by, photography by, producer Allen Livermore
tracks 2, 4-5, 7 double bass Dan Broad
tracks 3, 6, 10 electric bass Allison Marino
tracks 1, 8-9 electric bass Sean Cartney
tracks 3, 5 electric guitar Kei Aizawa
tracks 2, 6 electric guitar Patrick Tool
graphics Dan Horlitz
tracks 2-9 piano Carlton Maaia II
recorded by, mixed by, mastered by Mark Freedman
tracks 1-2, 4-5, 8-10 trumpet Ray Kinsella
tracks 4 vocals Bernice Lewis
Recorded (April 14, 2002), mixed and mastered (April 28, 2002) by Mark Freedman at Omi Sound, Omi, New York.