all instruments played by ben folds except...
richard fortus: additional guitar on "rockin' the suburbs" end "still fighting it"
larry corbett: cello on "fred jones part 2"
dj swamp: additional beats on "rockin' the suburbs"
frally hynes: additional vocals on "gone"
john mccrea: additional vocals on "fred jones part 2"

strings conducted and arranged by john mark painter

produced by ben grosse and ben folds
recorded by ben grosse and andrew r. wallace at krell studios. adelaide, australia,
the mix room, los angeles, and ben grosse's house, los angeles
mixed by ben grosse at the mix room, los angeles

additional engineers: blumpy, cameron webb
additional recording at mad hatter, los angeles and lafx, los angeles
assistants: rick behrens, aaron lepley, chuck bailey, justin pynes, uly noriega, dale lawtone

programming and shitty track fixers: ben grosse, andrew r. wallace, blumpy, cameron webb, john vitale
engineered by andrew r. wallace
mastered by ted jensen at sterling sound chelsea
a&r: ben goldman
a&r coordinator: farra mathews
john mccrea appears courtesy of columbia records

ben folds plays the baldwin piano

package design: ben folds and john heiden for smog
photos: frally hynes

worldwide management: alan wolmark for cec
booking: marsha vlasic (north america)
dave chumbley (uk/europe)
marlene tsuchii (pacific rim)
business: jonas goldstein at tanton and company
legal: ken anderson at loeb & loeb


drop by www.benfolds.com
get stuff at 1-888-BENFOLDS