1. Don't Explain (4:34)
2. Billie's Blues (5:07)
3. Crazy He Calls Me (6:18)
4. You Go To My Head (4:08)
5. All Of Me (4:05)
6. The Way You Look Tonight (3:50)
7. Good Morning Heartache ( (4:56)
8. What A Little Moonlight Can Do (4:09)
9. These Foolish Things (4:11)
10. Strange Fruit (4:54)
11. I'll Be Seeing You (6:08)
12. Last Song (For Lester) (5:48)
Muzycy
Cassandra Wilson (4.12.1955 Jackson, Missisipi) - vocals, lead guitar on outro (10)
Thomas Wydler - drums (1-12), percussion (1-5,7,9,10,12), echoes (11)
Martyn Casey - bass (1-12)
Jon Cowherd - piano (1,3-5,7-11), Rhodes (2,9,12), organ (6,10), echoes (11)
Kevin Breit - guitar (1-5,7-9,12), acoustic (2), banjo (2,6), loops (2,3), atmospheric loops (5-6,8,9,12), tape loops (7), atmospheric effect loops (10), guitar chimes (10), atmospheric guitar (11), acoustic guitar (12)
Robby Marshall - sax (1), clarinet (2,7,10), bass clarinet (2,3,5,6,8), flute (4), melodica (5), baritone sax (7,10), tenor sax (9,12)
Ming Vauz - guitar strings effects (1), atmospheric guitar loops (10,12)
T Bone Burnett - baritone guitar (2,4,7)
Strings: Arranged by Eric Gorfain (3,5,8,10)
Performed by The Section Quartet: (3,5,8,10)
Eric Gorfain
Daphne Chen
Lauren Chipman
Richard Dodd Nick Zinner - additional guitar (4), atmospheric loops (8,9), guitar (10), guitar loops (10,12)
Strings: Arranged by Van Dyke Parks (4,6)
Notes extended by Eric Gorfain (4)
Performed by VDP Orchestra and The Section Quartet (4)
Paul Cantelon - accordion (5)
Performed by VDP Orchestra (6)
Eric Gorfain - violin and echoes (11)
Produced and mixed by Nick Launay Co-produced by Ed Gerrard
