Track listing

1. "I'm Gonna Soothe You" (Bruce Brody, Marvin Etzioni, McKee) – 3:36
2. "My Lonely Sad Eyes" (Van Morrison
   Van Morrison
   Van Morrison, OBE is a Northern Irish singer-songwriter and musician. His live performances at their best are regarded as transcendental and inspired; while some of his recordings, such as the studio albums Astral Weeks and Moondance, and the live album It's Too Late to Stop Now, are widely...
   
   ) – 2:41
3. "My Girlhood Among the Outlaws" (McKee) – 3:44
4. "Only Once" (McKee) – 4:03
5. "I Forgive You" (Sam Brown , McKee) – 5:06
6. "I Can't Make It Alone" (Gerry Goffin
   Gerry Goffin
   Gerry Goffin is an American lyricist. He was inducted into the Rock and Roll Hall of Fame in 1990 with former songwriting partner and first wife, Carole King. he has co-written six Billboard Hot 100 chart-toppers.-Career:Goffin enlisted with the Marine Corps Reserve after graduating from...
   
   , Carole King
   Carole King
   Carole King is an American singer, songwriter, and pianist. King and her former husband Gerry Goffin wrote more than two dozen chart hits for numerous artists during the 1960s, many of which have become standards. As a singer, King had an album, Tapestry, top the U.S...
   
   ) – 3:38
7. "Precious Time" (Gary Louris
   Gary Louris
   Gary Louris is a guitarist, singer, and songwriter of alternative country and pop music. He was a founding member of the Minneapolis-based band The Jayhawks, and their principal songwriter and vocalist after the departure of Mark Olson; he is often credited with the band's subsequent move from...
   
   , Mark Olson
   Mark Olson (musician)
   Mark Olson is an American musician. He is one of the founding members of acclaimed alternative country bands The Jayhawks and The Original Harmony Ridge Creekdippers and a respected singer/songwriter in his own right....
   
   ) – 3:35
8. "The Way Young Lovers Do
   The Way Young Lovers Do
   "The Way Young Lovers Do" is one of the songs included on Northern Irish singer-songwriter Van Morrison's second solo album Astral Weeks that was recorded in 1968 in New York City...
   
   " (Van Morrison) – 3:29
9. "Why Wasn't I More Grateful (When Life Was Sweet)" (Brody, Etzioni, McKee) – 5:05
10. "You Gotta Sin to Get Saved" (Brody, Sam Dogg, Etzioni, McKee) – 5:49

Personnel

• Maria McKee - 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...
  
  , rhythm guitar
  Rhythm guitar
  Rhythm guitar is a technique and rôle that performs a combination of two functions: to provide all or part of the rhythmic pulse in conjunction with singers or other instruments; and to provide all or part of the harmony, ie. the chords, where a chord is a group of notes played together...
  
  , 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...
  
  
• Jon Auer - background vocals
• Bruce Brody - 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...
  
  , 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...
  
  , background vocals, handclapping, Wurlitzer
• David Campbell - conductor
• George Drakoulias
  George Drakoulias
  George Drakoulias is a Greek-American music producer and A&R executive at the American Recordings label. He is often considered a protege of Rick Rubin....
  
   - 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 ....
  
  
• Marvin Etzioni - 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...
  
  , 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...
  
  , background vocals, handclapping
• Don Heffington - percussion, drums, background vocals, handclapping
• The Jayhawks
  Jayhawks (band)
  The Jayhawks are an American alternative country and rock band that emerged from the Twin Cities music scene during the mid 1980s. Their country rock sound was influential on many bands who played the Twin Cities circuit during the 80s and 90s like Uncle Tupelo, The Gear Daddies and The Honeydogs...
  
  
• Jim Keltner
  Jim Keltner
  James Lee "Jim" Keltner is an American drummer known primarily for his session work. He has contributed to the work of many well-known artists...
  
   - drums
• Dale Lavi - handclapping
• Gary Louris
  Gary Louris
  Gary Louris is a guitarist, singer, and songwriter of alternative country and pop music. He was a founding member of the Minneapolis-based band The Jayhawks, and their principal songwriter and vocalist after the departure of Mark Olson; he is often credited with the band's subsequent move from...
  
   - electric guitar, background vocals, handclapping
• The Memphis Horns - horns
• Spyder Mittleman - 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...
  
  
• Bud O'Brien - bass
• Mark Olson
  Mark Olson (musician)
  Mark Olson is an American musician. He is one of the founding members of acclaimed alternative country bands The Jayhawks and The Original Harmony Ridge Creekdippers and a respected singer/songwriter in his own right....
  
   - acoustic guitar, guitar, harmonica
  Harmonica
  The harmonica, also called harp, French harp, blues harp, and mouth organ, is a free reed wind instrument used primarily in blues and American folk music, jazz, country, and rock and roll. It is played by blowing air into it or drawing air out by placing lips over individual holes or multiple holes...
  
  , background vocals, handclapping
• Nicol Sponberg - handclapping
• Ken Stringfellow
  Ken Stringfellow
  Kenneth Stuart Stringfellow is an American musician, best known for his work with The Posies, R.E.M., and the re-formed Big Star.-Musical career:...
  
   - background vocals
• Benmont Tench
  Benmont Tench
  Benjamin Montmorency Tench, III is an American keyboardist best known as a founding member of Tom Petty and the Heartbreakers.-Early years:...
  
   - organ, piano, Hammond organ, background vocals, handclapping, Wurlitzer, vox organ
• Mike Utley
  Mike Utley
  Michael Utley is a former American football player. He is known for being paralyzed during an NFL game.-NFL career:...
  
   - piano
• Don Was
  Don Was
  Don Was is an American musician, bassist and record producer.-Life and career:Was was born in Detroit, Michigan. He graduated from Oak Park High School in the Detroit suburb of Oak Park, then attended the University of Michigan at Ann Arbor but dropped out after the first year...
  
   - bass
• Julia Waters - background vocals
• Maxine Waters - background vocals
• Edna Wright - background vocals

Production

• Producer: George Drakoulias
  George Drakoulias
  George Drakoulias is a Greek-American music producer and A&R executive at the American Recordings label. He is often considered a protege of Rick Rubin....
  
  
• Engineers: Brendan O'Brien
  Brendan O'Brien (music producer)
  Brendan O’Brien is a record producer, mixer, engineer, and musician.At age 14, O'Brien played guitar for the Atlanta-based cover band Pranks. In the late 1970s, he moved on to writing, performing and recording with the Samurai Catfish band...
  
  , Thom Panunzio
  Thom Panunzio
  Thom Panunzio grew up in River Edge, New Jersey not too far from Manhattan. He began his career as an audio engineer originally working at Record Plant Studios in New York. There he met, Jimmy Iovine, and started his career working with John Lennon...
  
  , Martin Schmelze
• Assistant engineers: Doug Boehm, Jim Champagne
• Mixing: David Bianco, Martin Schmelze
• Mastering: Stephen Marcussen
• Arranger: David Campbell
• Horn arrangements: The Memphis Horns
  The Memphis Horns
  The Memphis Horns are an American horn section made famous by their many appearances on Stax Records. They have been called "arguably the greatest soul horn section ever." Originally a sextet, the Memphis Horns gradually slimmed down to a duo, Wayne Jackson on trumpet and Andrew Love on tenor...
  
  
• Art direction: Janet Wolshom
• Director: Robin Sloane
• Photography: Marvin Etzioni

Charts