1. Smokin' Good Time (croce) - 3:15
2. Stuff You Gotta Watch (dowd/greer/jackson) - 2:32
3. If I Could Be With You (one Hour... (creamer/johnson) - 2:03
4. He's Got A Way With Women (lay/thompson) - 3:31
5. Which Way Steinway (croce) - 3:21
6. I Wonder (gant/leveen) - 5:01
7. How'd We Get So Good At Sayin'... (croce) - 4:06
8. I Found Faith (croce) - 2:45
9. Keep On Lookin' (croce) - 4:09
10. She Wouldn't Give Me None (mccoy/mccoy) - 3:15
11. I Know Better Now (croce) - 3:11
12. Back Where I Began (croce) - 3:00
Ron Carter - Bass, Acoustic Bass
Robben Ford - Guitar (Acoustic), Guitar, Guitar (Electric)
Bill Reichenbach - Trombone, Trombone (Bass)
Joe Henry - Production Coordination
Dave Curtis - Bass (Electric)
Jim Keltner - Drums
John Simon - Arranger, Conductor, Producer
A.J. Croce - Piano, Vocals
Garnett Brown - Trombone
T-Bone Burnett - Guitar (Acoustic), Producer
Jim Champagne - Assistant Engineer
Tim Drummond - Bass (Electric)
Sally Dworsky - Vocals (bckgr)
Chuck Findley - Trumpet
Gary Herbig - Sax (Baritone)
Paul Kimbarrow - Drums
Steve MacMillan - Engineer
Mitch Manker & his Brass Section - Trumpet, Arranger
Lori Perry - Vocals (bckgr)
Carolyn Perry - Vocals (bckgr)
Sharon Perry - Vocals (bckgr)
Greg Prestopino - Vocals (bckgr)
Joe Schiff - Engineer
Jim Self - Tuba
Allen Sides - Engineer
Fred Tackett - Guitar (Acoustic), Dobro
Benmont Tench - Organ
Snooky Young - Flugelhorn
Dick Hyde - Tuba
Arnold McCuller - Vocals (bckgr)
Evan Christopher - Clarinet, Arranger, Sax (Tenor)
Armando Compion - Bass, Bass (Electric)
William Claxton - Photography
Chris Bellman - Mastering
Noel Hazen - Assistant Engineer
Paco Shipp - Harmonica, Sax (Tenor)
Kurt DeMunbrun - Design
Melanie Penny - Art Direction
Armando Campion - Acoustic Bass