Track listing

1. "Penguins" – 2:35
2. "I've Been to Memphis" – 4:35
3. "That's Right (You're Not from Texas)
   That's Right (You're Not from Texas)
   That's Right is a song on Lyle Lovett's 1996 album The Road to Ensenada.Due to its use in a series of advertisements promoting Texas tourism, the phrase has also come to be used independently to describe the quirky and sometimes misunderstood attitudes associated with Texas.-Lyrics:That's Right is...
   
   " (Lovett, Ramsey
   Willis Alan Ramsey
   Willis Alan Ramsey is an American singer/songwriter, a cult legend among fans of Americana and Texas country. He was born in Birmingham, Alabama and raised in Dallas, Texas. Ramsey graduated from Highland Park High School in 1969, and was a prominent baritone in the High School's Lads and Lassies...
   
   , Rogers) – 5:06
4. "Nobody Knows Me" – 3:07
5. "If I Had a Boat" – 3:19
6. "North Dakota" featuring Rickie Lee Jones
   Rickie Lee Jones
   Rickie Lee Jones is an American vocalist, musician, songwriter, and producer. Over the course of a three-decade career, Jones has recorded in various musical styles including rock, R&B, blues, pop, soul, and jazz standards.-Childhood:...
   
    (Lovett, Ramsey) – 6:28
7. "She's No Lady" – 3:43
8. "Here I Am" – 4:16
9. "What Do You Do?" – 2:57
10. "Wild Women Don't Get the Blues" (Cox
    Ida Cox
    Ida Cox was an African American singer and vaudeville performer, best known for her blues performances and recordings...
    
    ) – 4:54
11. "M-O-N-E-Y" (Cox) – 3:29
12. "You Can't Resist It" – 5:36
13. "Church" – 5:40
14. "Closing Time" – 4:34

Personnel

• Lyle Lovett – vocals
  Singing
  Singing is the act of producing musical sounds with the voice, and augments regular speech by the use of both tonality and rhythm. One who sings is called a singer or vocalist. Singers perform music known as songs that can be sung either with or without accompaniment by musical instruments...
  
  , 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...
  
  
• James Gilmer – 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...
  
  
• John Hagen – cello
  Cello
  The cello is a bowed string instrument with four strings tuned in perfect fifths. It is a member of the violin family of musical instruments, which also includes the violin, viola, and double bass. Old forms of the instrument in the Baroque era are baryton and viol .A person who plays a cello is...
  
  
• Ray Herndon – 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...
  
  
• Viktor Krauss
  Viktor Krauss
  Viktor Karl Krauss is a bassist.He has worked with Peter Rowan and Lyle Lovett, among other musicians.He is the brother of bluegrass musician Alison Krauss. He has played on some of his sister's albums, together with those of her dobro player, Jerry Douglas.-External links:*...
  
   – bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Arnold McCuller
  Arnold McCuller
  Arnold McCuller is an American vocalist, record producer, born and raised in Cleveland, Ohio. While establishing his own career as a singer, and working as a very busy session musician, McCuller has become best known for his work as a back-up singer for famous artists with long careers, including...
  
   – background vocals
  Vocal harmony
  Vocal harmony is a style of vocal music in which a consonant note or notes are sung at the same time as a main melody in a predominantly homophonic texture. Vocal harmonies are used in many subgenres of European art music, including Classical choral music and opera and in the popular styles from...
  
  
• Francine Reed
  Francine Reed
  Francine Reed is an American blues singer.-Biography:Reed as a youth sang at church services, and her music was inspired and influenced by her gospel-singing father. She is the sister of jazz singer Margo Reed.In Phoenix, Arizona, Francine Reed appeared with Miles Davis, Stanley Jordan, Smokey...
  
   – background vocals
• Sweet Pea Atkinson – background vocals
• Sir Harry Bowens – background vocals
• Willie Green, Jr. – background vocals
• Buck Reid – pedal steel guitar
  Pedal steel guitar
  The pedal steel guitar is a type of electric guitar that uses a metal bar to "fret" or shorten the length of the strings, rather than fingers on strings as with a conventional guitar. Unlike other types of steel guitar, it also uses pedals and knee levers to affect the pitch, hence the name "pedal"...
  
  
• Matt Rollings
  Matt Rollings
  Matt Rollings is an American composer, musician and record producer. He plays piano, organ, and keyboards.Known mainly for playing in Lyle Lovett's Large Band, he has worked with many artists, not all country...
  
   – 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...
  
  , keyboards
• Charles Rose – 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...
  
  
• Harvey Thompson – saxophone
  Saxophone
  The saxophone is a conical-bore transposing musical instrument that is a member of the woodwind family. Saxophones are usually made of brass and played with a single-reed mouthpiece similar to that of the clarinet. The saxophone was invented by the Belgian instrument maker Adolphe Sax in 1846...
  
  
• Steve Marsh – saxophone
• Vinnie Ciesielski – trumpet
  Trumpet
  The trumpet is the musical instrument with the highest register in the brass family. Trumpets are among the oldest musical instruments, dating back to at least 1500 BCE. They are played by blowing air through closed lips, producing a "buzzing" sound which starts a standing wave vibration in the air...
  
  
• Dan Tomlinson – 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 ....
  
  
• Andrea Zonn – 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...
  
  

Production notes

• Produced by Lyle Lovett and Billy Williams
• John Richards – engineer
• Nathaniel Kunkel – engineer, mixing
• John Nelson – assistant engineer, mixing assistant
• Mark Wilshire – assistant engineer, mixing, mixing assistant
• Tony Flores – assistant engineer, mixing, mixing assistant
• Doug Sax – mastering
• Ron Lewter – mastering
• Robert Hadley – mastering
• Michael Wilson – photography
• Tim Stedman – design
• Keith Tamashiro – design assistant
• Gary Speakman – tour manager
• Scooter DeLong – backline technician

Chart performance