The album was recorded in upstate New York and it included guest appearances by MC5-guitarist Wayne Kramer, Tom Petty & The Heartbreakers' organ player Benmont Tench, Ken Stringfellow from The Posies and Wilco's John Stirratt and Pat Sansone.
On this track, Starr is lead vocalist and plays drums, with members of both the Bonnie Raitt band and Tom Petty and The Heartbreakers joining him; personnel includes Benmont Tench on piano and organ, James Hutchinson on bass, Michael Landau and David Grissom on guitars, and Andrew Sturmer, Roger Manning and Andrew Gold on background vocals.
Benmont Tench | tench | Watkin Tench | Tench Coxe | Tench | ''Tench'' |
The addition of keyboardist Jay Gonzalez to the band's line-up (though he played on the band's second live album) further differentiates this album from its predecessors, and showcases the influence Tom Petty and the Heartbreakers (specifically Benmont Tench) have had on the band.
The musicians on the CD were a lineup of studio musicians that includes bassist James "Hutch" Hutchinson (Bonnie Raitt, Boz Scaggs, Joe Cocker); Heartbreakers and Mudcrutch keyboardist Benmont Tench; co-producer/drummer Tony Braunagel (Taj Mahal, B.B. King) and percussionist Michito Sanchez (Nelly Furtado, Steve Winwood).