1	Explore Space	5:33
2	Funk Explosion	6:12
3	Pensive	3:26
4	Talk To Me	4:15
5	Bass Blanket	4:40
6	Take Off Your Clothes	7:42
7	Hold Tight	6:31
8	Boots	7:42

• Bass – Reed Mathis
• Conductor, Producer – Matt Butler
• Design – Lang Schwartzwald
• Drums – Jon Fishman
• Engineer [Assistant Engineer] – Ben Liscio
• Guitar – Al Schnier, Steve Kimock
• Keyboards, Toy [Vintage Toys] – Marco Benevento
• Mandolin – Jamie Masefield
• Mastered By – Justin Phelps
• Mixed By – John Askew
• Photography By – Michael Weintrob
• Recorded By – Andy Taub
• Saxophone – Jeff Coffin
• Vocals, Percussion – Jans Ingber
• Vocals, Trumpet – Jen Hartswick

Recorded January 17 & 18, 2011.

Digipak

• Barcode: 7 10184 75132 1

• Recorded At – Brooklyn Recording
• Mixed At – Scenic Burrows
• Mastered At – Cloud City Sound