Album by Matchbox Twenty.
- Bright Lights
- All I Need
- Hand Me Down
- Could I Be You
- You're So Real
- The Difference
- Rob Thomas sang, played piano on "Bright Lights" and added backups on "Soul"
- Kyle Cook played lead guitar and sang and played piano on "Hand Me Down"
- Adam Gaynor played rhythm guitar and sang
- Brian Yale played bass guitar
- Paul Doucette played drums and percussion, swelled in Mellotron on "Hand Me Down" and "You're So Real", added some synthesis on "All I Need" and played acoustic and electric guitar, piano and clavinet on "Could I Be You"
- Matt Serletic played most of the keyboards, tapped some conga drums on "Cold", sang backups on "Soul" and produced the record
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