Description
| 1-1 | Now | 5:48 |
| 1-2 | Basic-ally Yours | 5:50 |
| 1-3 | Passages | 5:35 |
| 1-4 | My Foolish Heart | 6:36 |
| 1-5 | Love For Sale | 6:47 |
| 1-6 | Brief Hesitation | 5:17 |
| 1-7 | Portuguese Soul | 8:18 |
| 1-8 | Last Season | 8:03 |
| 2-1 | Softly, As In A Morning Sunrise | 7:12 |
| 2-2 | Body And Soul | 6:01 |
| 2-3 | Blue Daniel | 4:50 |
| 2-4 | Like Someone In Love | 6:01 |
| 2-5 | Kayak | 3:57 |
| 2-6 | Night And Day | 5:48 |
| 2-7 | If You Could See Me Now | 5:49 |
| 2-8 | What Tenor Battle? | 3:38 |
| 2-9 | Every Possible History Of The Universe | 5:39 |
| 2-10 | Save Your Love For Me | 3:41 |
| 2-11 | Shades Of Blue | 6:34 |
| 2-12 | I 8 Da Whole Half Thing | 7:44 |
| 2-13 | Earth | 9:05 |
- Recorded At – Crystal Clear Sound
- Artwork [Additional], Layout – Brad Haefner
- Artwork [Cover] – Dustin Mollick
- Bass – Brian Ward (7) (tracks: 2-1, 2-2), Daniel Parr (tracks: 1-1 to 1-8), Young Heo (tracks: 2-3 to 2-13)
- Directed By – Jay Saunders
- Drums – Greg Sadler (tracks: 1-1 to 1-8), Junho Cha (tracks: 2-1, 2-2), Matt Young (10) (tracks: 2-3 to 2-13)
- Engineer – Kent Stump
- Ensemble – Two O”Clock Lab Band*
- Guitar – Evan Oxenhandler (tracks: 2-3 to 2-13), Jacob Wise (tracks: 1-1 to 1-8), Scott Neary (tracks: 2-1, 2-2)
- Management – Craig Marshall (3)
- Mastered By – Nolan Brett
- Mixed By – Jay Saunders, Kent Stump
- Percussion – Anthony Corsaro (tracks: 2-3 to 2-13)
- Piano – Addison Frei (tracks: 2-1 to 2-13), Sean Giddings (tracks: 1-1 to 1-8)
- Saxophone – Alex Fraile (tracks: 1-1 to 1-8), Chris Reardon (3) (tracks: 2-3 to 2-13), Devin Eddleman (tracks: 2-1 to 2-13), Drew Zaremba (tracks: 2-1, 2-2), J. R. Rocha (tracks: 1-1 to 1-8), Justin Pierce (2) (tracks: 1-1 to 1-8), Kelsey Pickford (tracks: 2-1 to 2-13), Nick Salvucci (tracks: 1-1 to 1-8), Ramsey Castaneda (tracks: 2-1 to 2-13), Spencer Liszt (tracks: 1-1 to 1-8), Steve Friel (2) (tracks: 2-3 to 2-13), Tito Charneco (tracks: 2-1, 2-2)
- Trombone – Adam Jensen (2) (tracks: 2-3 to 2-13), Alex Blue V (tracks: 2-1, 2-2), Austin Short (tracks: 1-1 to 1-8), Carl Lundgren (3), Colby Norton (tracks: 2-1, 2-2), Craig Flentge (tracks: 1-1 to 1-8), Eric Andress (tracks: 2-1 to 2-13), Jon Gauer (tracks: 1-1 to 1-8), Julie Gray (2) (tracks: 1-1 to 1-8), Nathan Hervey (tracks: 2-3 to 2-13), Seth Weaver (tracks: 2-1 to 2-13)
- Trumpet – Ally Hany (tracks: 1-1 to 1-8), Ally Hany (tracks: 2-1 to 2-13), Andrew Golden (3) (tracks: 2-1 to 2-13), Chad Willis (2) (tracks: 2-1 to 2-13), Harrell Petersen (tracks: 2-1 to 2-13), Jake Boldman (tracks: 1-1 to 1-8), Kevin Swaim (tracks: 1-1 to 1-8), Li Xiaochuan (tracks: 1-1 to 1-8), Preston Haining (tracks: 2-1 to 2-13), Tyler Mire (tracks: 1-1 to 1-8)
- Vocals – Ashleigh Elizabeth Smith* (tracks: 2-3 to 2-13), Kaela Bratcher (tracks: 1-1 to 1-8), Seth Weaver (tracks: 2-3 to 2-13)
Recorded at Crystal Clear Sound, Dallas, TX.
tracks 1-1 to 1-8 May 7‐8, 2011
tracks 2-1, 2-2 Dec 11, 2011
tracks 2-3 to 2-13 May 5‐6, 2012
