Arranged By [Strings, Horns] – Elliott Smith, Shelly Berg, Tom Halm
Artwork By [Sleeve By] – Johnson And Wolverton, Portland, OR
Bass Saxophone, Baritone Saxophone, Flute – Bruce Eskovitz
Coordinator [Production Coordinator] – Monique Rozendaal
Engineer [Assistant] – Alan Sanderson, Doug Boehm, Richard Barron
French Horn – R. James Atkinson*
Mastered By – Stephen Marcussen
Photography By – Eric Matthies
Producer, Mixed By – Elliott Smith, Rob Schnapf, Tom Rothrock
Recorded By – Elliott Smith (tracks: A1 to A3, A5 to B1, B3 to B7), Larry Crane* (tracks: A4, B2), Rob Schnapf (tracks: A1 to A3, A5 to B1, B3 to B7), Tom Rothrock (tracks: A1 to A3, A5 to B1, B3 to B7)
Strings – Farhad Behroozi, Henry Ferber, Jerrod Goodman, Pamela DeAlmeida, Peter Hatch, Raymond Tischer II*, Russel Cantor*, Waldemar DeAlmeida
Trumpet – Roy Poper
Written-By – Elliott Smith