Written by: Tim Buckley

Lyrics by: Tim Buckley

Produced by: Joe Falsia

Performed by: Mike Melvoin (organ), Venetta Fields (background vocals), Jim Hughart (bass), Tim Buckley, Tim Buckley (12 string guitar), Mike Melvoin (piano), Clydie King (background vocals), Gary Coleman (percussion), Mike Melvoin (Moog), Sherlie Matthews (background vocals), Joe Falsia (guitar), Earl Palmer (drums (drum set))