- Banjo – Woody Sullender
- Bass – Anton Hatwich, Gillian Lisée*
- Clarinet, Guitar [Pedal/Drone] – Cody Hennesy
- Drums, Electric Guitar, Acoustic Guitar, Autoharp, Synth [Moog], Bells, Piano [Prepared] – Seth Vanek
- Guitar – Bart de Kroon, Dave Miller, Justin Petertil
- Layout, Design – Alexander Stewart (2)
- Mastered By – Carl Saff
- Mixed By [assistant] – Andrew Hernandez (3), Jamie Carter (3), Jamie Wagner
- Performer, Vibraphone, Saxophone, Cymbal, Bell Tree – Luther Rochester
- Photography – Frank Van Duerm
- Producer, Mixed By – Roommate
- Producer, Mixed By, Bass – Gerard Barretto
- Synth [Software Programming] – Frank Van Duerm
- Tuba, Vocals – Dan Peck
- Violin – Erica Dicker
- Written By, Vocals, Synth, Drum Programming, Bass [Moog], Keyboards [Gameboy], Banjo, Tambourine, Shaker – Kent Lambert
Mixed at Soma Electronic Music Studios, Chicago, IL.
All songs by Kent Lambert & Roommate (ASCAP) except "THE COUNTRY WITH A SMILE" by Ned Collette, Bughouse (ASCAP) o/b/o Native Tongue Music Pty. Limited d/b/a Ruapapa Music (ASCAP), "GHOST PIGEON" by Kent Lambert & Roommate (ASCAP) & Frank Van Duerm and "SMOTHERED IN HUGS" by Robert E. Pollard Jr., James B. Pollard & Charles M. Mitchell III (BMI).
Recorded in Chicago, IL at Glamour Studios, Haddrock, Carterco Recording (with Jamie Carter), and Strobe Recording (with Jamie Wagner) and in New Buffalo, MI at The Roger Brown House, December 2008 to May 2010. Mixed by Gerard Barreto and Roommate at SOMA Electronic Music Studios (with Andrew Hernandez) and mastered by Carl Saff, July 2010.