Track listing

1. "I Know a Place" (Tommy Lee James
   Tommy Lee James
   Tommy Lee James is an American country music songwriter and record producer. Based in Nashville, Tennessee, he is originally from Roanoke, Virginia. He graduated from Northside High School then attended Radford University where he studied voice...
   
   , Harry Stinson) - 3:35
2. "I'm Not Listening Anymore" (Debbie Zavitson, Russ Zavitson) - 3:41
3. "It's Been a Pleasure (Not Knowing You)" (Randy Archer) - 3:33
4. "Better Half of My Heart" (Davis Daniel, Tom Laffey, Elbert West
   Elbert West
   -Track listing:#"Crawlin' Time" – 3:22#"Side of the Road" – 3:46#"Diddley" – 2:52#"Neon Light" – 3:35...
   
   ) - 3:18
5. "What I Wouldn't Give" (J.P. Pennington
   J.P. Pennington
   James Preston "J.P." Pennington is an American musician, known primarily as a founding member of the country pop band Exile. Pennington was the founding member and lead singer of the group until departing in 1990. After his leaving Exile, he signed to MCA Records as a solo artist. There, he...
   
   , Troy Seals
   Troy Seals
   Troy Seals is an American singer, songwriter, and guitarist.He is a member of the prominent Seals family of musicians that includes, Jim Seals and Dan Seals and Brady Seals...
   
   ) - 3:37
6. "Ruth Ann" (Jimmy Alan Stewart, Al Carmichael, Gary Griffin) - 3:30
7. "My Heart's Not in It" (Monty Powell, Debi Cochran, John Paul Daniel) - 3:14
8. "Beer and Money" (D. Daniel, Chris Paul) - 2:50
9. "From Where I Stand" (Freddy Weller
   Freddy Weller
   Freddy Weller is a United States country music singer-songwriter from Atlanta, Georgia. His recording career started in 1969, while he was playing guitar in the band Paul Revere & The Raiders....
   
   , Ricky John Holt) - 3:24
10. "Here's Lookin' at You" (D. Daniel, Tom Laffey) - 3:35

Personnel

• Eddie Bayers
  Eddie Bayers
  Eddie Bayers is an American session drummer who has played on 150 gold and platinum albums. He received the Academy of Country Music 'Drummer of the Year Award' for eight straight years, and has three times won the Nashville Music Awards 'Drummer of the Year'...
  
   - 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 ....
  
  
• Joe Chemay - bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Dan Dugmore - 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...
  
  , steel guitar
  Steel guitar
  Steel guitar is a type of guitar or the method of playing the instrument. Developed in Hawaii in the late 19th and early 20th centuries, a steel guitar is usually positioned horizontally; strings are plucked with one hand, while the other hand changes the pitch of one or more strings with the use...
  
  
• Larry Franklin - fiddle
  Fiddle
  The term fiddle may refer to any bowed string musical instrument, most often the violin. It is also a colloquial term for the instrument used by players in all genres, including classical music...
  
  , mandolin
  Mandolin
  A mandolin is a musical instrument in the lute family . It descends from the mandore, a soprano member of the lute family. The mandolin soundboard comes in many shapes—but generally round or teardrop-shaped, sometimes with scrolls or other projections. A mandolin may have f-holes, or a single...
  
  
• Paul Franklin
  Paul Franklin (musician)
  Paul Franklin is an American multi-instrumentalist, known mainly for his work as a steel guitarist. He began his career in the 1970s as a member of Barbara Mandrell's road band; in addition he toured with Mel Tillis and Jerry Reed. He has since become a prolific session musician in Nashville,...
  
   - steel guitar
• John Hobbs - synthesiser, piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , clavinet
  Clavinet
  A Clavinet is an electrically amplified keyboard instrument manufactured by the Hohner company. It is essentially an electronically amplified clavichord, analogous to an electric guitar. Its distinctive bright staccato sound has appeared particularly in funk, disco, rock, and reggae songs.Various...
  
  , wah-wah clavinet
• Dann Huff
  Dann Huff
  Dann Huff is an American musician, session musician, singer-songwriter and producer. For his work as a producer in the Country music genre he has won several awards including the Musician of the Year award in 2001 and 2004 at the Country Music Association Awards and the Producer of the Year award...
  
   - bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  , 6-string bass guitar, electric guitar, gut string guitar
• Paul Leim - 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 ....
  
  
• Anthony Martin - synthesizer, wah-wah technician, background vocals
• Steve Nathan - synthesizer, piano, Hammond organ
  Hammond organ
  The Hammond organ is an electric organ invented by Laurens Hammond in 1934 and manufactured by the Hammond Organ Company. While the Hammond organ was originally sold to churches as a lower-cost alternative to the wind-driven pipe organ, in the 1960s and 1970s it became a standard keyboard...
  
  
• Michael Rhodes - bass guitar
• John Wesley Ryles
  John Wesley Ryles
  John Wesley Ryles is an American country music artist. He made his debut in 1968 with the single "Kay", a Top Ten hit on the Billboard Hot Country Singles charts, and the title track to his debut album for Columbia Records.Ryles later recorded one album, Reconsider Me, for the Plantation label,...
  
   - background vocals
• Russell Terrell - background vocals
• Billy Joe Walker, Jr. - 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...
  
  , electric guitar
• Biff Watson - acoustic guitar
• Dennis Wilson - background vocals
• Curtis Young - background vocals