Released Oct. 12, 2004

1. Faithless
2. Good Enough
3. Odessa (MP3 Sample)
4. Waiting For A Friend (MP3 Sample)
5. Don't Lie Down
6. I Guess I Lied Again
7. Losing You Again
8. Lonesome Road
9. Quiet
10. The Second Time
11. Hope
12. Big Surprise
13. Anonymous

Recorded, Mixed & Mastered @ The Magic Shop by Steve Rosenthal, Juan Garcia & Matt Boynton

Kieran McGee - Acoustic & Electric Guitars, Mandolin, Vibraphone, Organ

Jeremiah Lockwood - Electric Guitar, Dobro, Banjo

Amy Helm - Sings

Byron Isaacs - Bass

Jimi Zhivago - Guitars, Organ, Piano, Moog, Wurlitzer

Sean Costello - Electric Guitar

Tony Leone - Drums

Steve Shelley - Drums

Levon Helm - Drums