Tracks
- The Horses (Becker/Jones)
- Just My Baby (Jones/Nabet-Meyer)
- Ghetto of My Mind (Jones/Nabet-Meyer)
- Rodeo Girl (Jones)
- Satellites (Jones)
- Ghost Train (Jones)
- Flying Cowboys (Bernardi/Jones/Nabet-Meyer)
- Don't Let the Sun Catch You Crying (Chadwick/Maguire/Marsden/Marsden)
- Love Is Gonna Bring Us Back Alive (Jones/Nabet-Meyer)
- Away from the Sky (Jones)
- Atlas' Marker (Jones)
Musicians
- Rickie Lee Jones - string synthesizer, keyboards, steel drum, synthesizer, guitar, drum program, organ, vocals
- Ed Alton - bass
- Walter Becker - synthesizer, bass
- Sal Bernardi - guitar, vocals
- Michael Boddicker - string synthesizer
- Randy Brecker - trumpet
- Paulinho Da Costa - percussion
- Chris Dickie - drumprogram
- Kevin Dorsey - vocals
- Peter Erskine - drums
- Buzz Feiten - guitar
- Michael Fisher - percussion
- Jim Keltner - drum machine effects
- Marty Krystall - clarinet, saxophone, english horn
- Greg Mathieson - hammond b-3 organ
- Vince Mendoza - trumpet
- Pascal Nabet-Meyer - synthesizer, percussion, keyboard program
- Michael Omartian - piano
- Dean Parks - guitar
- Greg Phillinganes - keyboards
- John Robinson - drums
- Michael Ruff - vocals
- Vonda Shepard - vocals
- Bob Sheppard - saxophone
- Chris Smith - harmonica
- Leslie Smith - vocals
- William Smith - organ
- Neil Stubenhaus - bass
- Rob Wasserman - bass
- The Waters - vocals
- Robert Zimmiti - percussion
Credits
- Producer - Walter Becker
- Engineer - Ken Felton, Lavant Coppock, The Robbs, Robert Hart, Greg Laney, Mark Linett, Greg Penny
- Mixing - Roger Nichols, Greg Penny
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