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| 1 | Don't Tell Me | |
| 2 | Down For The Count | |
| 3 | Even When | |
| 4 | Rocket Power | |
| 5 | Orange Boy | |
| 6 | Tokyo Rose | |
| 7 | Explanation | |
| 8 | C'est La Cha Cha | |
| 9 | St. John's (The Lazy River) | |
| 10 | Carry On | |
| 11 | At Shirley & Juicy's | |
| 12 | Moonlight Lover |
Bass – Shannon Gordon
Design – Julie Esbjorn
Drums – Scott Kneeland
Guitar – "Lucky Boy" Alvis
Mastered By – Rod Fuller
Mixed By – King Django
Recorded By – Rob McGregor
Saxophone [Alto Sax], Keyboards – Aram Shelton
Saxophone [Tenor Sax] – Mike Bovenzi
Trombone – John Cotter
Trumpet – Tom Falvey
Vocals – Julie Esbjorn
Written-By – Joya Landis (12)
Written-By – Usuals (1 to 11)
Design – Julie Esbjorn
Drums – Scott Kneeland
Guitar – "Lucky Boy" Alvis
Mastered By – Rod Fuller
Mixed By – King Django
Recorded By – Rob McGregor
Saxophone [Alto Sax], Keyboards – Aram Shelton
Saxophone [Tenor Sax] – Mike Bovenzi
Trombone – John Cotter
Trumpet – Tom Falvey
Vocals – Julie Esbjorn
Written-By – Joya Landis (12)
Written-By – Usuals (1 to 11)
Recorded June-August '97
Mastered at Fullersound
Mastered at Fullersound