Tracklist Hide Credits
| 1 | Train SongAlto Saxophone, Tenor Saxophone – Dave BarrettDrums – Gino RobairGuitar, Bass – Steve KirkTenor Saxophone, Baritone Saxophone, French Horn – Nik Phelps |
2:28 |
| 2 | Take/PlaceGuitar – Will Bernard |
5:15 |
| 3 | Fall Of The ImperialistBanjo – Jai UttalBass – Wilbur KrebsCello – Matthew BrubeckDrums, Vibraphone, Marimba, Percussion, Timpani – Kenny WollesenGuitar – Will Bernard |
2:39 |
| 4 | The Lips That Kissed The PaperAlto Clarinet – Betheinz Custerhausen*Bass Clarinet – Ben Goldberg, Peter JosheffClarinet – Ralph Carney, Sheldon Brown |
4:18 |
| 5 | BillabongGuitar – Michael Belfer |
5:13 |
| 6 | Grey WatersGuitar – Michael Belfer |
4:45 |
| 7 | Modesto Suite: Words Upon Our Feet/The Stubble Of Our Grief/They Have NoAccordion – J. Raoul Brody*Alto Vocals – Barbara ScottBaritone Vocals – Brian LohmannDrums, Percussion – Susan JetteLibretto By – John PappasSoprano Vocals – Laurie AmatTenor Saxophone, Baritone Saxophone, French Horn – Nik PhelpsTenor Vocals – Mark Christenson Trombone, Keyboards – Max Perkoff |
4:46 |
| 8 | 12 Angry Men | 2:31 |
| 9 | This Is Where I Am NowGuitar – Will Bernard |
4:33 |
| 10 | DropBass – Wilbur KrebsCello – Matthew BrubeckDrums, Vibraphone, Marimba, Percussion, Timpani – Kenny WollesenGuitar – Will Bernard |
4:46 |
| 11 | One Divided By TwoBass – Wilbur KrebsCello – Matthew BrubeckDrums, Vibraphone, Marimba, Percussion, Timpani – Kenny WollesenGuitar – Will Bernard |
4:32 |
| 12 | HolsterBass – Wilbur KrebsCello – Matthew BrubeckDrums, Vibraphone, Marimba, Percussion, Timpani – Kenny WollesenGuitar – Will BernardPercussion [Dumbek] – John LooseVocals – Stephen Kent |
2:59 |
| 13 | Happy Dance | 1:38 |
| 14 | Whisper In My EarBass – Trevor DunnGamelan – Kenneth Newby |
6:45 |
| 15 | Sweet Dreams Forever, BabyBass – Trevor DunnCello – Christine ChuteViola – Katie Wreede*Violin – Jenny Shireman* |
6:50 |
| 16 | Anonymous Phone Message | 0:23 |
Companies, etc.
- Recorded At – Mobius Music
- Recorded At – Big Hut Studio
- Recorded At – Annie's Hall
- Recorded At – The Compound, San Francisco
- Recorded At – Hyde Street Studios
- Recorded At – Custer's Last Fruit Stand Palladium
- Mixed At – Custer's Last Fruit Stand Palladium
- Recorded At – Guerilla Euphonics
- Recorded At – Garuda Records
- Mastered At – Garuda Records
- Made By – Olde West
Credits
- Design [Cover] – Lucija Kordic
- Engineer – Eric Holland (tracks: 5, 6)
- Engineer [Assistant] – Christian Jones (tracks: 1, 3, 10, 11, 12), Jane Scolieri (tracks: 1, 3, 10, 11, 12)
- Engineer, Mixed By – Bruce Buchanan (tracks: 2, 9, 15), Jeff Cressman (tracks: 4), Joshua Heller (tracks: 13, 14), Michael Belfer (tracks: 5, 6), Oliver Di Cicco* (tracks: 1, 3, 10, 11, 12), Tom Doty (tracks: 7, 11)
- Engineer, Mixed By, Mastered By – Ed Herrmann (tracks: 15)
- Mixed By – Tim North* (tracks: 5, 6)
- Photography By – Anne Hamersky
- Producer, Mixed By – Mike Ward (tracks: 7, 11)
- Trumpet, Clarinet, Alto Clarinet, Bass Clarinet, Keyboards, Vocals, Recorded By, Mixed By – Beth Custer
Notes
Final track is listed as Track 37 on the artwork2, 9, 13, 14, 15 commissioned by Joe Goode Performance Group for "Take/Place/This Is Where I Am Now"
5 & 6 commissioned by Tance Johnson for "Stark Night"
7 from an opera commissioned by Olan Jones of Overtone Industries for "String of Pearls"
8 for Chris Brophy's production of "12 Angry Men"
11 originally written for a Lisa Austin film
13 part of a suite originally commissioned by Earplay
Barcode and Other Identifiers
- Matrix / Runout: 4352 BC12 S80503-10 A OLDE WEST @
- Mastering SID Code: L809
- Mould SID Code: IFPI 2F89

