Original Release Date: 1991
- 1. Tonight I Think I'm Gonna Go Downtown
- 2. My Mind's Got a Mind of It's Own
- 3. Treat Me Like a Saturday Night
- 4. Chase the Wind
- 5. Go to Sleep Alone
- 6. After Awhile
- 7. Number Sixteen
- 8. Don't Be a Stranger to Your Heart
- 9. Blue Moon Waltz
- 10. These Blues
- 11. Midnight Train
- 12. Story of You
- Jimmie Dale Gilmore: Guitar (Acoustic), Guitar, Vocals, Associate Producer
- Tish Hinojosa: Gut String Guitar, ?
- Butch Hancock: Gut String Guitar, ?
- Johnny Costa: Design
- Paul Glasse: Mandolin, ?
- Ponty Bone: Accordion, ?
- David Bither: Executive Producer
- Richard Bowden: Fiddle, Mandolin, ?
- Stephen Bruton: Guitar (Acoustic), Guitar, Mandolin, Guitar (Electric), Guitar (Steel), Vocals, Producer, Slide Guitar, Gut String Guitar, Vocal Harmony
- Keith Carper: Bass, Bass (Electric), Fretless Bass, Bass (Upright)
- Bill Ginn: Piano, ?
- Bob Ludwig: Mastering
- Dave McNair: Engineer, Associate Producer
- James Pennebaker: Dobro, Fiddle, Guitar (Electric), Guitar (Steel)
- Ted Roddy: ?
- Ben Sandmel: Liner Notes
- Wes Starr: Percussion, Drums
- Jesse Taylor: Guitar (Acoustic), ?
- James Tuttle: Engineer
- Michael P. Smith: Photography
- Bill Glinn: ?
- Steve Williams: Guitar (Acoustic), ?