released 01 June 2010
All songs by Matt Ten Clay
Instrumentation and vocals by Matt Ten Clay except for the following:

Dustin Anderson- drums on "It's All I Got", "When It Comes Time", "Take What You Want"
Cameron MacIntosh- drums on "Nuh Huh", "She Don't Mind", "Words", "Shake-Up"
Nathan Kalish- drums on "Uh Huh", "Live It Up"
Benjamin Kempkers- "Already Gone"

Brian Przybylski- additional slide guitar on "Live It Up"
Dustin Meyer- violin on "When It Comes Time"
Megan Major- additional vocals on "She Don't Mind"

Cover textures and assembly by Jacob Rebh
Cover illustration by Aaron Adams
CD Art by Benjamin Kempkers
Song order by Zachary Roth