All songs written by J. D. Souther, except where noted.

1. "Come What May" – 3:16
2. "Something in the Dark" (Souther, Larry Klein) – 4:20
3. "This House" – 4:03
4. "Let's Take a Walk" (Souther, Klein) – 3:37
5. "Dance Real Slow" – 4:47
6. "Show Me What You Mean" – 2:33
7. "Horses in Blue" – 4:28
8. "Need Somebody" – 3:01
9. "Downtown (Before the War)" – 5:19
10. "All Your Wishes" - 4:09 (bonus track for Japan)^[2]

• J. D. Souther – vocals, acoustic and electric guitar, background vocals
• Dean Parks – electric guitar
• David Piltch – bass
• Jay Bellerose – drums, percussion
• Patrick Warren – piano, electric piano, organ, keyboards
• Till Brönner – trumpet
• Mark Robertson – violin
• Alyssa Park – violin
• Luke Maurer – viola
• Vanessa Freebairn-Smith – cello
• Larry Klein – keyboards
• Chris Walters – piano
• Billy Childs – piano
• Lizz Wright – vocals, background vocals
• Jeff Coffin – soprano saxophone
• Matt Nelson – cello
• Sam Bacca – percussion

Production

• Larry Klein – producer
• Lynne Earls – engineer
• Nicolas Essig, Pablo Hernandez, Noah Dresner – assistant engineer
• Billy Childs – strings arrangements
• Tim Palmer – mixing engineer
• Bernie Grundman – mastering