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A1        Sleeping Without You Is A Dragg
Bass – Chris Beirden*
Guitar – Jim Oblon
Organ [B3], Electric Piano [Rhodes] – Derrick Lee
Piano – Justin Vernon
Synth – MoogStar
Vocals – Channy Leaneagh, Jenny Lewis, Mina Moore, Swamp Dogg
A2        Good Better Best
Bass – Chris Beirden*
Electric Piano [Rhodes] – Derrick Lee
Guitar, Vocals – Justin Vernon
Horns – Carmen Camerei*
Synth [Horns] – MoogStar
Vocals – Swamp Dogg
A3        Don't Take Her (She's All I Got)
Bass – Chris Beirden*
Cello – Alistair Sung
Guitar – Jake Hanson*, Justin Vernon
Horns – Carmen Camerei*
Organ [B3], Piano, Chorus [Arrangement] – Derrick Lee
Synth – MoogStar
Vocals – Carmen Marks, Courtland Williams, Harry Watkins, Leona Leshon, Sherron Crenshaw, Swamp Dogg, Taj' London
A4        Family Pain
Bass – Chris Beirden*
Cello – Alistair Sung
Electric Piano [Rhodes] – Derrick Lee
Fiddle – Sam Amidon
Guitar – Jim Oblon
Guitar, Vocals – Justin Vernon
Vocals – Swamp Dogg
A5        I Lay Awake
Bass – Chris Beirden*
Cello – Alistair Sung
Guitar – Justin Vernon
Synth – MoogStar
Vocals – Swamp Dogg
B1        Memories
Bass – Chris Beirden*
Guitar – Justin Vernon
Piano – Derrick Lee
Synth, Congas – MoogStar
Vocals – John Prine, Swamp Dogg
B2        I'd Rather Be Your Used To Be
Bass – Chris Beirden*
Cello – Alistair Sung
Guitar – Justin Vernon
Piano, Electric Piano [Rhodes] – Derrick Lee
Synth – MoogStar
Vocals – Channy Leaneagh, Jenny Lewis, Mina Moore, Swamp Dogg
B3        Billy
Guitar – Justin Vernon
Piano – Derrick Lee
Synth – MoogStar
Vocals – Swamp Dogg
B4        A Good Song
Bass – Chris Beirden*
Guitar – Justin Vernon
Horns – Carmen Camerei*
Piano – Derrick Lee
Synth – MoogStar
Vocals – Swamp Dogg
B5        Please Let Me Go Round Again
Bass – Chris Beirden*
Guitar – Justin Vernon
Organ [B3], Electric Piano [Rhodes] – Derrick Lee
Vocals – John Prine, Swamp Dogg