All recordings copyright 2005 Eenie Meenie Records except track 1 (copyright 2004 Interscope Records) and track 7 (copyright 2004 EELS).

Funky Lil' Song

• Beck: guitar and vocals

• Erik Richards: piano, bass, sitar and drums

• Ross Harris: keyboards, percussion, electric banjo and effects

• Produced, arranged and recorded by Ross Harris at Burning Trailer Studios

• Additional production by Erik Richards at Somis Sounds Studios

• Mixed by Josh at Ton Recording Studio, Echo Park

• Beck appears courtesy of Interscope Records

Mudra

• Remixed by Stereolab

I'm Bruce (Dimension 5 Mega Mix)

• Produced by Tomoyuki Tanaka (Fantastic Plastic Machine)

• Programmed and mixed by Masayuki Kumahara (Think Sync Integral)

• Contains elements from "School 4 Robots" and "Intro" from The Way Out Record; "Army Ants in Your Pants" from Captain Entropy; "Intro", "A Little Discussion" and "A Stuffy Story" from Dance Sing and Listen; and "Fireworks" from Dance Sing and Listen Again.

Liza Jane

• Produced and engineered by Robert Schneider

Spiders

• All instruments performed by Money Mark

• Money Mark appears courtesy of Pinto Records

Popcorn

• Remixed by Tipsy

Jelly Dancers

• Performed by EELS

• Produced by E

• Recorded and mixed by Koool G Murder

School 4 Robots

• Produced, arranged and performed by Brother Cleve

• Recorded at The Rubberoom

• Mixed by Ducky Carlisleat Ice Station Zebra, Boston, Massachusetts

Catfish

• Performed by Oranger

• Recorded by Oranger at Plymouth Sounds, SF (2004)

• Little Kid Noises by Patrick Main, Age 8

Walking Eagle

• Narration by Lisa Papineau

Army Ants in Your Pants

• Performed by Irving: Aaron Burrows, Brian Canning, Alex Church, Steven Scott, Brent Turner

• Produced by Elliot Chenault

• Engineered and mixed by Mike Stromsoe

• Recorded at Egostatic Media

Soul Transportation

• David Boria: drums

• Erik Richards: bass

• Ross Harris: rhythm guitar

• Dave Wakefield: lead guitar

• Produced and recorded by Craig Berrell and Ross Harris at Burning Trailer Studios

• Contains samples of "Soul Transportation" by Bruuce Haack and Esther Nelson

Abracadabra

• Performed by From Bubblegum to Sky: Mario Hernandez, Bill Evans, Becky Barron, Frank Jordan

Listen

• Performed by Chris Kachulis

• Music by Bruce Haack

African Lullaby

• Performed by Geoffrey Own and Mary Christopher

Upside Down

• Performed by Andrew Heilprin, Koool G Murder, Scott McPherson

• Produced, engineered and mixed by Koool G Murder and Andrew Heilprin

Rain of Earth

• Gary Wilson: various instrumentation

• Peanut Butter Wolf: lead vocals, various instrumentation

• Koushik: backup vocals on chorus, melodica

• Sa-Ra: vocal harmonies on chorus

• Intro by Padraic Mcguire and Koushik for Home Skillet Productions

• Produced by PB Wolf and Gary Wilson

• Additional vocal production by Sa-Ra Creative Partners

• Mixed by Dave Cooley and PB Wolf at Bionic Studios (Echo Park, California)

• Sa-Ra appears courtesy of SRCP

• Other performers appear courtesy of Stones Throw Records

Nothing To Do

• Danielson: acoustic guitar, vocal

• Rachel Galloway: flute, vocal

• Christiaan Palladine: keys, vocal

• Megan Slaboda: bells, vocal

• David Smith: drums

• Melissa Palladino: violin, vocal

• Jon Galaxy: bass

• Elin K. Smith: vocal

• Glen Galaxy: Saxophone