Produced by Cole, Hardiman and Maher

Words and Music by Lloyd Cole except - Loveless, Downtown and Ice Cream Girl (Cole/ Cowan)
I hate to see you baby doing that stuff (Cole/Maher)

Lloyd Cole - Vocals, guitar, piano harmonica and programming
Robert Quine - Guitars
Blair Cowan - Keyboards
Matthew Sweet - Bass Guitar, backing vocals
Fred Maher - Drums and programming

Backing Vocals - Nicky Holland, Parker DuLany, Dorathea Strauchen
String and Horn Arrangements - LC and Nicky Holland
Guitar - Sprague Hollander

Recorded and mixed at Right Track Studios, NYC except No Blue Skies - recorded at Skyline, NYC, mixed at Maison Rouge, London.