Violin – Avril Brown, Joyce Hammon*, Laura Seaton, Lorenza Ponce, Mark Feldman, Mary Rowell, Matthew Pierce
5:53
7        Anything But Down
Acoustic Guitar, Vocals – Sheryl Crow
Bass – Dan Rothchild
Drums – Dan McCarroll
Electric Guitar – Jeff Trott
Piano – Benmont Tench
Slide Guitar – Greg Liesz*
4:18
8        The Difficult Kind
Bass – Dan Rothchild
Drums – Dan McCarroll
Electric Guitar, Tambourine – Sheryl Crow
Piano, Organ [Hammond B-3] – Benmont Tench
Slide Guitar – Jeff Trott
Violin – Lisa Germano
Vocals, Guest – Kathy Crow
6:19
9        Mississippi
Acoustic Guitar, Vocals, Tambourine – Sheryl Crow
Bass – Dan Rothchild
Drums – Dan McCarroll
Piano, Chamberlin [Chamberlain] – Benmont Tench
Twelve-String Guitar [12 String] – Jeff Trott
Violin – Lisa Germano
Written-By – Bob Dylan
4:41
10        Members Only
Acoustic Guitar – Tim Smith (5)
Bass, Twelve-String Guitar [12 String Electric], Electric Piano [Wurlitzer] – Sheryl Crow
Drums, Percussion – Gregg Williams
Electric Guitar – Val McCallum
Electric Guitar, Synthesizer [Moog] – Jeff Trott
4:57
11.1        Crash And Burn
Bass – Tim Smith (5)
Drums – Gregg Williams
Electric Guitar – Val McCallum
Organ [Hammond B-3], Acoustic Guitar – Sheryl Crow
6:36
11.2        Untitled    4:15
12        Resuscitation
Acoustic Guitar, Electric Guitar – Jeff Trott
Bass, Clavinet, Mellotron [Melotron] – Sheryl Crow
Drums, Percussion – Jerry Marotta
Electric Guitar, Electric Piano [Wurlitzer] – Jay Bennett