01. Dear Old Friend (for Alan Woodard)
02. Claude Utley
03. The Pioneers
04. Holiday
05. Waltz For Hal Willner
06. Lookout For Hope
07. Monroe
08. Wise Woman
09. Blues From Before
10. Always (solo piano)
11. Good Dog, Happy Man
12. Invisible
13. Dog On A Roof
Bill Frisell (electric guitar except 10, 12) (acoustic guitar on 11) (baritone guitar on 12)
Gregory Tardy (clarinet on 01, 02, 08, 09, 11) (tenor saxophone on 03, 04, 05, 07, 12, 13) (bass clarinet on 06, 07)
Gerald Clayton (piano)
Jonathan Blake (drums except 10)
Produced by LEE TOWNSEND
Recorded by JAMES FARBER andassisted by DAVID STOLLER at The Samurai Hotel,Astoria,NY
Mixed by JAMES FARBER and assisted by THOM BEEMER at Reservoir Sudios,New York,NY
Masterd by GREG CALBI and STEVE FALLONE at Sterling Sound,Edgewater,NJ