Track listing

1. "Pearls On A String" (Dusty Trails, Trimble) – 2:52
2. "You Freed Yourself" (Graham) – 3:10
3. "Spy In The Lounge" (Dusty Trails, Grusin, Stills) – 3:39
4. "Est-Ce Que Tu" (Dusty Trails, Trimble) – 3:59
5. "Roll The Dice" (Cunniff, Trimble) – 3:10
6. "St. Tropez" (Dusty Trails, Trimble) – 4:14
7. "Unhand Me You Wretch" (Dusty Trails, Trimble) – 0:47
8. "They May Call Me A Dreamer" (Dusty Trails, Trimble) – 2:58
9. "Fool For A Country Tune" (Dusty, Trimble) – 3:13
10. "Regrets In Bordertown" (Dusty Trails, Trimble) – 3:55
11. "Order Coffee" (Dusty Trails, Trimble) – 3:35
12. "Conga Style" (Cooper, Dusty Trails, Jones, Shelby) – 1:58
13. "Caught in a Dream" (Dusty Trails, Trimble) – 2:42
14. "Dusty Trails Theme" (Cooper, Jones, Shelby) – 3:19

Personnel

• Jill Cunniff – acoustic guitar
  Acoustic guitar
  An acoustic guitar is a guitar that uses only an acoustic sound board. The air in this cavity resonates with the vibrational modes of the string and at low frequencies, which depend on the size of the box, the chamber acts like a Helmholtz resonator, increasing or decreasing the volume of the sound...
  
  , vocals
• Jon Mattock
  Jon Mattock
  Jonny Mattock is a drummer and percussionist from Northampton who was a member of, or played with, Massive Attack, Spacemen 3, Spiritualized, The Perfect Disaster, Slipstream, Lupine Howl, The Breeders, Josephine Wiggs Experience, Freelovebabies....
  
   – percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  , conga
  Conga
  The conga, or more properly the tumbadora, is a tall, narrow, single-headed Cuban drum with African antecedents. It is thought to be derived from the Makuta drums or similar drums associated with Afro-Cubans of Central African descent. A person who plays conga is called a conguero...
  
  
• Audu Obaje – organ
  Organ (music)
  The organ , is a keyboard instrument of one or more divisions, each played with its own keyboard operated either with the hands or with the feet. The organ is a relatively old musical instrument in the Western musical tradition, dating from the time of Ctesibius of Alexandria who is credited with...
  
  
• Josh Roseman
  Josh Roseman
  Josh Roseman is an American jazz trombonist.Roseman was born in Boston, and studied at the New England Conservatory of Music. Roseman toured Jamaica with The Skatalites and in Australia with the Christopher Hale Ensemble...
  
   – trombone
  Trombone
  The trombone is a musical instrument in the brass family. Like all brass instruments, sound is produced when the player’s vibrating lips cause the air column inside the instrument to vibrate...
  
  
• Kate Schellenbach
  Kate Schellenbach
  Kate Schellenbach was the drummer for The Beastie Boys from 1979 to 1984, and drummed for Luscious Jackson until the band broke up in spring of 2000....
  
   – drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  
• Vivian Trimble – acoustic guitar, strings, accordion
  Accordion
  The accordion is a box-shaped musical instrument of the bellows-driven free-reed aerophone family, sometimes referred to as a squeezebox. A person who plays the accordion is called an accordionist....
  
  , keyboards
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  , background vocals
• Josephine Wiggs
  Josephine Wiggs
  Josephine Wiggs is an indie/alternative rock musician, noted for her work with the bands The Perfect Disaster, The Breeders, and Dusty Trails....
  
   – guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  , percussion, bongos
  Bongo drum
  Bongo or bongos are a Cuban percussion instrument consisting of a pair of single-headed, open-ended drums attached to each other. The drums are of different size: the larger drum is called in Spanish the hembra and the smaller the macho...
  
  , drums, bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  , electric guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  , background vocals