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Tracks
- Storms (Sheaffer)
- Bread and Water (Railroad Earth / Sheaffer)
- Mourning Flies (Railroad Earth / Sheaffer)
- Long Way To Go (Sheaffer)
- The Good Life (Sheaffer)
- In the Basement (Sheaffer / Skehan)
- Water Fountain Quicksand (Skehan)
- Goat (Sheaffer)
- Said What You Mean (Sheaffer)
- Way of the Buffalo (Sheaffer)
- 'Neath the Stars (Sheaffer)
Musicians
- Todd Sheaffer - acoustic guitar, national guitar, vocals
- John Skehan - mandolin, bouzouki, piano, organ
- Tim Carbone - violin, viola, piano, accordion, toy piano, harmonium, electric guitar, harmonica, backing vocals
- Carey Harmon - drums, percussion, backing vocals
- Andy Goessling - banjo, dobro, guitar, 12-string guitar, slide guitar, mandolin, ukulele, bouzouki, alto saxophone, tenor saxophone, baritone saxophone, flute, marxophone
- Johnny Grubb - bass
Credits
- Producer - Railroad Earth, Stewart Lerman
- Recording, mixing - Stewart Lerman
- Engineer - Ted Young
- Additional engineer - Dave Darlington
- Recorded at Water Music Recorders, Hoboken, NJ
- Mastering - Greg Calbi at Sterling Sound, NYC
- Live music archivist and benefactor - John Major
- Photography - Erin Mills
- Art direction, illustration, design - Kamal Patel
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