Track listing

1. "1968" - 4:35
2. "White Fang" (Frisell, Willner
   Hal Willner
   Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
   
   ) - 5:39
3. "Sundust" (Willner
   Hal Willner
   Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
   
   ) - 2:36
4. "Del Close" (Frisell, Liljestrand, Willner
   Hal Willner
   Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
   
   ) - 5:03
5. "Gregory C." (Frisell, Willner
   Hal Willner
   Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
   
   ) - 5:38
6. "Stringbean" (Frisell, Liljestrand, Willner
   Hal Willner
   Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
   
   ) - 5:57
7. "Hymn for Ginsberg" - 2:24
8. "Alias" (Frisell, Liljestrand, Willner
   Hal Willner
   Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
   
   ) - 7:56
9. "Who Was That Girl?" - 4:50
10. "D. Sharpe" - 4:10
11. "Fields of Alfalfa" (Frisell, Bernstein, Liljestrand, Walter, Willner
    Hal Willner
    Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
    
    ) - 3:38
12. "Tony" (Frisell, Scherr
    Tony Scherr
    Tony Scherr is an American jazz and folk rock bassist, guitarist, singer-songwriter and record producer.-Biography:Scherr was born in New Haven, Connecticut. He played with Woody Herman as a teenager, and moved to New York City in the late-1980s, where he became a prolific session musician, working...
    
    , Wollesen
    Kenny Wollesen
    Kenny Wollesen is an American drummer and percussionist.Wollesen lives in New York City. He has recorded and toured with many musicians including Tom Waits, Sean Lennon, Ron Sexsmith, Bill Frisell, Norah Jones, Steven Bernstein and John Zorn. He is a founding member of the New Klezmer Trio and a...
    
    ) - 3:37
13. "Old Sugar Bear" (Grant, Liljestrand, Willner
    Hal Willner
    Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
    
    ) - 7:10
14. "Goodbye Goodbye Goodbye" (Frisell, Lasry, Willner
    Hal Willner
    Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
    
    ) - 8:58

All compositions by Bill Frisell except as indicated

Personnel

• Bill Frisell
  Bill Frisell
  William Richard "Bill" Frisell is an American guitarist and composer.One of the leading guitarists in jazz since the late 1980s, Frisell's eclectic music touches on progressive folk, classical music, country music, noise and more...
  
   - guitars
• Hal Willner
  Hal Willner
  Hal Willner is an American music producer working in recording, films, TV and live events. He is best known for assembling tribute albums and events featuring a wide variety of artists and musical styles...
  
   - turntables, samples
• Tony Scherr
  Tony Scherr
  Tony Scherr is an American jazz and folk rock bassist, guitarist, singer-songwriter and record producer.-Biography:Scherr was born in New Haven, Connecticut. He played with Woody Herman as a teenager, and moved to New York City in the late-1980s, where he became a prolific session musician, working...
  
   - bass, guitar
• Kenny Wollesen
  Kenny Wollesen
  Kenny Wollesen is an American drummer and percussionist.Wollesen lives in New York City. He has recorded and toured with many musicians including Tom Waits, Sean Lennon, Ron Sexsmith, Bill Frisell, Norah Jones, Steven Bernstein and John Zorn. He is a founding member of the New Klezmer Trio and a...
  
   - drums
• Don Alias
  Don Alias
  Charles 'Don' Alias was an American jazz percussionist.Alias was best known for playing congas and other hand drums...
  
   - percussion
• Steven Bernstein - trumpet
• Briggan Krauss - baritone sax
• Curtis Fowlkes
  Curtis Fowlkes
  Curtis Fowlkes is an American jazz trombonist. In 1987 he founded, together with saxophonist Roy Nathanson, The Jazz Passengers, an eclectic group dedicated to putting entertainment and humor back into jazz. The two had met performing in John Lurie's The Lounge Lizards, a group that shares a...
  
   - trombone
• Adam Dorn - synth
• Jenny Scheinman
  Jenny Scheinman
  Jenny Scheinman is an accomplished violinist. Renowned as a jazz violinist, she has credits with artists in many genres. She has collaborated and played with Linda Perry, Norah Jones, Nels Cline, Lou Reed, Ani Difranco, Bruce Cockburn, Aretha Franklin, Lucinda Williams, Bono, and Bill Frisell and...
  
   - violin
• Eyvind Kang
  Eyvind Kang
  Eyvindur Kang , only child of Charles Shin-Chul Kang and Kristjana Gunnars, is an American composer, violinist, tuba, and erhu player...
  
   - viola
• Hank Roberts
  Hank Roberts
  Hank Roberts is an American jazz cellist and vocalist. He plays the electric cello, and his style is a mixture of rock, jazz, avant garde, folk and classical influences...
  
  - cello