Track listing

1. "What a Life" – 3:22
2. "Fleur de Lys" – 3:45
3. "Universal Heart-Beat" – 3:25
4. "Dumb Fun" – 3:26
5. "Live on Tomorrow" – 2:59
6. "Dying Proof" – 2:50
7. "Bottles and Flowers" – 5:25
8. "Outsider" – 3:16
9. "OK OK" – 2:38
10. "Congratulations" – 4:42
11. "Hang Down from Heaven" – 3:22
12. "My Darling" – 2:52
13. "Simplicity Is Beautiful" – 4:14
14. "You Blues" – 5:04

Personnel

• Juliana Hatfield - bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  , 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...
  
  , 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...
  
  , electric piano
  Electric piano
  An electric piano is an electric musical instrument.Electric pianos produce sounds mechanically and the sounds are turned into electrical signals by pickups. Unlike a synthesizer, the electric piano is not an electronic instrument, but electro-mechanical. The earliest electric pianos were invented...
  
  , 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...
  
  , mellotron
  Mellotron
  The Mellotron is an electro-mechanical, polyphonic tape replay keyboard originally developed and built in Birmingham, England in the early 1960s. It superseded the Chamberlin Music Master, which was the world's first sample-playback keyboard intended for music...
  
  , hand drums
• Dean Fisher - bass
• Jim Fitting - baritone saxophone
  Baritone saxophone
  The baritone saxophone, often called "bari sax" , is one of the largest and lowest pitched members of the saxophone family. It was invented by Adolphe Sax. The baritone is distinguished from smaller sizes of saxophone by the extra loop near its mouthpiece...
  
  
• Josh Freese
  Josh Freese
  Josh Freese is an American session drummer and songwriter. He is a permanent member of A Perfect Circle, The Vandals, and Devo, having formerly played drums for Nine Inch Nails from late 2005 until late 2008, and for Guns N' Roses from mid-1998 to 2001. Freese has appeared on close to 300 records....
  
   - 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 ....
  
  
• Paul Q. Kolderie
  Paul Q. Kolderie
  Paul Q. Kolderie is a record producer, engineer, and mixer. He has worked with Pixies, Radiohead, Orangutang, Hole, Dinosaur Jr., Juliana Hatfield, Wax, Warren Zevon, Uncle Tupelo, Throwing Muses, Morphine, The Mighty Mighty Bosstones, Abandoned Pools, and The Go-Go's...
  
   - drum machine
  Drum machine
  A drum machine is an electronic musical instrument designed to imitate the sound of drums or other percussion instruments. They are used in a variety of musical genres, not just purely electronic music...
  
  
• Mike Levesque - drums
• Walter E. Sear - theremin
  Theremin
  The theremin , originally known as the aetherphone/etherophone, thereminophone or termenvox/thereminvox is an early electronic musical instrument controlled without discernible physical contact from the player. It is named after its Russian inventor, Professor Léon Theremin, who patented the device...
  
  
• Sean Slade
  Sean Slade
  Sean Slade is a record producer, engineer, and mixer. He has worked with artists including Hole, Radiohead, Warren Zevon, Juliana Hatfield, Dinosaur Jr., Uncle Tupelo, the Mighty Mighty Bosstones, The Boo Radleys, Sebadoh, Lush, the Go-Go's, and The Dictators among others. In 2005 he produced The...
  
   - 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...
  
  , drum machine

Production

• Producers: Juliana Hatfield, Paul Q. Kolderie
  Paul Q. Kolderie
  Paul Q. Kolderie is a record producer, engineer, and mixer. He has worked with Pixies, Radiohead, Orangutang, Hole, Dinosaur Jr., Juliana Hatfield, Wax, Warren Zevon, Uncle Tupelo, Throwing Muses, Morphine, The Mighty Mighty Bosstones, Abandoned Pools, and The Go-Go's...
  
  , Sean Slade
  Sean Slade
  Sean Slade is a record producer, engineer, and mixer. He has worked with artists including Hole, Radiohead, Warren Zevon, Juliana Hatfield, Dinosaur Jr., Uncle Tupelo, the Mighty Mighty Bosstones, The Boo Radleys, Sebadoh, Lush, the Go-Go's, and The Dictators among others. In 2005 he produced The...
  
  
• Engineers: Paul Q. Kolderie, Sean Slade
• Assistant engineers: Edward Douglas, Bill Emmons, Fred Kevorkian, Carl Plaster
• Mixing: Paul Q. Kolderie, Sean Slade
• Art direction: Thomas Bricker
• Photography: Michael Lavine

Album

Singles