track listing personnel band members kip winger - vocals , bass , acoustics , keys reb beach -- guitar , vocals john roth -- guitar , vocals cenk eroglu -- keys , guitar and effects rod morgenstein - drum additional personnel denny mcdonald - additional background vocals paula winger - additional background vocals credits produced , engineered and mixed by kip winger additional engineers : tony green , matt abbott and john roth pro-tools engineers : buckley miller and steve warren recorded at the funky white house , nashville , tn and quad studios , nashville , tn mastered by richard dodd cover art design : ethan van sciver color artist : moose baumann layout design : pete cotutsca photos by mark delong references sources sound samples from the album .