02. It Ain't Nothin' To Me (Tom Petty, David A. Stewart) - 5:08
03. Don't Come Around Here No More (Tom Petty, David A. Stewart) - 5:04
04. Southern Accents (Tom Petty) - 4:40
05. Make It Better (Forget About Me) (Tom Petty, David A. Stewart) - 4:22
06. Spike (Tom Petty) - 3:32
07. Dogs On The Run (Tom Petty, Mike Campbell) - 3:39
08. Mary's New Car (Tom Petty) - 3:43
09. The Best Of Everything (Tom Petty) - 4:00
Tom Petty - vocals, 12-string guitar (01,07), guitar (02,09), tambourine (02), piano (03), acoustic guitar (06), OBX Keyboard (08), producer
Mike Campbell - guitars (01-03,05,07-09), bass guitar (01), keyboards (01,02), vocals (02), dobro (04), slide guitar (06), piano (08), producer
Benmont Tench - keyboards (01,03,05,07,09), piano (02,04), electric piano (06), vibes (08)
Stan Lynch - drums (01-03,05-09), percussion (03,04,08), vocals (01)
Howie Epstein - vocals (01-03), bass (03,05-08), harmony vocals (04,06,08), backing vocals (07)
David A. Stewart - guitar (02,05), bass (02), sitar (03), keyboards (03), vocals (02,03), producer
John Berry, Jr. - horn (01,02,07)
Dick Braun - horn (01,07), trumpet (02)
Jim Coile - horn (01,07), tenor saxophone (02)
William Bergman - horn (01,07), tenor saxophone (02)
Kurt McGettrick - horn (01,07)
Malcolm "Molly" Duncan - saxophone (01,05)
Dave Plews - trumpet (01,05)
Bobbye Hall - tambourine (01,07)
Gregory Smith - baritone saxophone (02), horn (07)
Dean Garcia - bass (03)
Daniel Rothmuller - cello (03)
Stephanie Spruill - backing vocals (03,05)
Sharon Celani, Marilyn Martin - backing vocals (03)
Jack Nitzsche - string arrangement (04)
Phil Jones - tambourine (05)
Clydene Jackson, Maxine Willard Waters, Julia Tillman Waters, Clydene Jackson - backing vocals (05)
Marty Jourard - saxophones (08)
Ron Blair - bass (09)
Richard Manuel - harmony vocals (09)
Jim Keltner - percussion (09)
Garth Hudson - keyboards (09)
Jerry Hey - horns conductor (09)
