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1	The Impossible Backing Vocals [Background Vocals] – Harry Stinson, Liana ManisBass – David HungateDrums – Shannon ForrestElectric Guitar, Acoustic Guitar, Tiple – Brent RowanKeyboards – Tim LauerPercussion – Eric DarkenWritten-By – Kelly Lovelace, Lee Thomas Miller	4:05
2	Joe's Place Acoustic Guitar, Mandolin – Byron Sutton*Backing Vocals [Background Vocals] – Vince GillBass – David HungateDrums – Shannon ForrestElectric Guitar – Brent RowanFiddle – Aubrey HaynieKeyboards [Fender Rhoads] – Tim LauerOther [Pedabro] – Mike Johnson Percussion – Eric DarkenWritten-By – Byron Hill, Mike Deckle	2:40
3	Brokenheartsville Acoustic Guitar, Mandolin – Byron Sutton*Backing Vocals [Background Vocals] – Wes HightowerBass – David HungateDrums – Shannon ForrestElectric Guitar, Guitar [Baritone], Acoustic Guitar – Brent RowanFiddle – Aubrey HaynieOrgan – Tim LauerPercussion – Eric DarkenPiano [Acoustic] – Gordon MoteSteel Guitar – Dan Dougmore*Written-By – Blake Mevis, Clint Daniels, Donny Kees, Randy Boudreaux	3:50
4	She Only Smokes When She Drinks Backing Vocals [Background Vocals] – Harry Stinson, Liana ManisBass – David HungateDrums – Shannon ForrestElectric Guitar, Acoustic Guitar – Brent RowanOrgan – Tim LauerPercussion – Eric DarkenSteel Guitar – Dan Dougmore*Written-By – Tim Nichols, Tony Martin	3:22
5	Everything's A Thing Backing Vocals [Background Vocals] – Wes HightowerBass – David HungateDrums – Shannon ForrestElectric Guitar, Backing Vocals [Background Vocals] – Brent RowanGuitar [National Doulian] – Byron Sutton*Organ [Wurlitzer] – Tim LauerWritten-By – Steve Dean, Wil Nance*Written-By, Backing Vocals [Background Vocals] – Joe Nichols	3:17
6	That Would Be Her Accordion, Mellotron, Other [Harmonium] – Tim LauerBacking Vocals [Background Vocals] – Wes HightowerBass – David HungateDrums – Vinnie ColaiutaGuitar [Gut String], Guitar [High String], Other [Tiple] – Brent RowanOrgan [Wurlitzer] – Shane KeisterPercussion – Eric DarkenSteel Guitar – John HugheyWritten-By – Jeffrey Steele , Reed Nielsen	4:03
7	Cool To Be A Fool Acoustic Guitar, Banjo – Byron Sutton*Backing Vocals [Background Vocals] – Wes HightowerBass – David HungateDrums – Shannon ForrestElectric Guitar – Brent RowanFiddle – Aubrey HaynieOrgan, Accordion – Tim LauerPiano [Acoustic] – Gordon MoteWritten-By – Joe Nichols, Steve Dean, Wil Nance*	2:55
8	Can't Hold A Halo To You Backing Vocals [Background Vocals] – Harry Stinson, Liana ManisBass – David HungateDrums – Shannon ForrestElectric Guitar, Guitar [Baritone], Acoustic Guitar – Brent RowanKeyboards – Tim LauerPercussion – Eric DarkenSteel Guitar – Dan Dougmore*Written-By – Dan Sampson, Joe Nichols	3:39
9	You Can't Break The Fall Acoustic Guitar – Bryan SuttonBacking Vocals [Background Vocals] – Wes HightowerBass – David HungateDrums – Shannon ForrestFiddle – Aubrey HaynieOrgan – Tim LauerPiano [Acoustic] – Gordon MoteSteel Guitar – Tommy White Written-By – Jerry Salley, Mark McClurg	3:51
10	You Ain't Heard Nothin' Yet Acoustic Guitar – Bryan SuttonBacking Vocals [Background Vocals] – Liana Manis, Wes HightowerBass – David HungateDrums – Shannon ForrestElectric Guitar – Brent RowanFiddle – Aubrey HaynieOrgan – Tim LauerPercussion – Eric DarkenPiano [Acoustic] – Gordon MoteSteel Guitar – John HugheyWritten-By – Tim Mensy, Tony Haselden	4:12
11	Life Don't Have To Mean Nothin' At All Acoustic Guitar – Bryan SuttonBacking Vocals [Background Vocals] – Vince GillBass – David HungateDrums – Shannon ForrestMandolin – Chris ThileOther [Dobro] – Jerry DouglasWritten-By – Tom T. Hall	2:57
12	Man With A Memory Backing Vocals [Background Vocals] – Wes HightowerBass – David HungateDrums – Vinnie Calauta*Electric Guitar, Acoustic Guitar – Brent RowanKeyboards – Shane Keister, Tim LauerPercussion – Eric DarkenWritten-By – Charlie Black, Rory Michael Bourke*	5:58

Companies, etc.

• Manufactured For – BMG Direct – D145192
• Licensed To – BMG Direct
• Phonographic Copyright (p) – Universal South Records, LLC
• Copyright (c) – Universal South Records, LLC
• Distributed By – Universal Music & Video Distribution, Corp.
• Manufactured By – UML
• Copyright (c) – EMI April Music
• Copyright (c) – Moasic Music Publishing, LLC
• Copyright (c) – Almo Music Corp.
• Copyright (c) – Square D. Music
• Copyright (c) – Wb Music Corp.
• Copyright (c) – Fool Hearted Melodies
• Copyright (c) – Sony/ATV Songs LLC
• Copyright (c) – Tree Publishing Co.
• Copyright (c) – EMI Blackwood Music Inc.
• Copyright (c) – Ty Land Music
• Copyright (c) – House Of Hubbell
• Copyright (c) – Randon Songs
• Copyright (c) – Borchetta Schafer Music
• Copyright (c) – Hardwood Acres Publishing
• Copyright (c) – PBJ Administration
• Copyright (c) – Acuff-Rose Music, Inc.
• Copyright (c) – Blackbird Music
• Copyright (c) – Foray Music
• Copyright (c) – MR2 Songs, Inc.
• Copyright (c) – Songs of Universal, Inc.
• Copyright (c) – Living Wright Music
• Copyright (c) – Wayho Music
• Copyright (c) – Steve Dean Songs
• Copyright (c) – Still Working For The Man Music, Inc.
• Copyright (c) – Will Nance Songs
• Copyright (c) – ICG
• Copyright (c) – Bethar Music
• Copyright (c) – Sea Gale Music
• Copyright (c) – Singletrack Music
• Copyright (c) – Songs Of Windswept Pacific
• Copyright (c) – Yellow Desert Music
• Copyright (c) – My Life's Work Music
• Copyright (c) – Mark McClurg Music
• Copyright (c) – Jan And Will Music
• Copyright (c) – Extra Bases Music
• Copyright (c) – Universal-Millhouse Music
• Copyright (c) – Universal Music Corp.
• Copyright (c) – Heart Of A Child Music
• Copyright (c) – Ashwords Music
• Copyright (c) – Songs In Black Inc.
• Copyright (c) – CMI
• Copyright (c) – Rory Bourke Music Company
• Recorded At – Ocean Way Recording
• Recorded At – EMI Studios
• Recorded At – Tin Ear studios
• Recorded At – Tree Studios
• Recorded At – Cool Tools Audio
• Recorded At – EMI Studios
• Recorded At – Omnisound Studios
• Mixed At – Cool Tools Audio
• Mastered At – Independent Mastering

Credits

• A&R [Direction] – Mike Owens
• Art Direction – Susan Levy
• Art Direction, Design [For Cronin Design] – Karen Cronin
• Booking [Creative Artists Agency] – Ron Baird
• Engineer [Assistant, At Omnisound Studios] – David Bryant, Erik Tonkin
• Engineer [Assistant, At Tin Ear] – Heath Stimmel
• Engineer [Assistant] – David Bryant
• Management [Lytle Management Group] – John Lytle
• Mastered By – Eric Conn, Jonathan Russell
• Mixed By – Ed Seay
• Other [Hair/Make-up] – Melanie Shelley, Ronda Parman
• Other [Stylist] – Claudia Fowler
• Photography By – Kristin Barlowe, Tony Baker
• Producer – Brent Rowan
• Producer [Production Support] – Emily Bradley , Jill Bergesen-House, Todd Fennell
• Recorded By – Ben Fowler, Charles Latham (tracks: 1, 4, 8)
• Recorded By [Additional Recording, At Tin Ear] – Chip Matthews
• Recorded By [Additional Recording, Cool Tools Audio] – Doug Johnson, Ed Seay
• Recorded By [Additional Recording, EMI Studios] – Brent Rowan, David Bryant
• Recorded By [Additional Recording, Omnisound Studios] – Ed Seay
• Recorded By [Additional Recording, Tree Studios] – Paul Hart
• Transferred By – Rodney Dawson

Notes

1, ©2000 EMI April Music Inc. / Mosaic Publishing, LLC. -ASCAP/BMI
2, ©2000 Almo Music Corp. / Square D. Music / Wb Music Corp. / Fool Hearted Melodies -ASCAP
3, ©2002 House Of Hubbell, Randon Songs / Borchetta Schafer Music / Hardwood Acres Publishing, Admin. By PBJ Administration; Acuff-Rose Music, Inc.; Blackbird Music (ASCAP/BMI)
4, ©2001 EMI April Music Inc./ Sony/ATV Songs LLC DBA Tree Publishing Co. / Mosaic Music; EMI Blackwood Music Inc. / Ty Land Music (ASCAP/BMI)
5, ©1999 Foray Music /MR2 Songs, Inc. / Songs of Universal, Inc. / Living Wright Music / Wayho Music / Steve Dean Songs / Still Working For The Man Music, Inc. / Will Nance Songs, Admin by ICG - SESAC/BMI
6, ©2002 Singletrack Music / My Life's Work Music / Yellow Desert Music / Songs Of Windswept Pacific - BMI
7, ©2002 Foray Music /MR2 Songs, Inc. / Bethar Music/ Still Working For The Man Music, Inc. / Will Nance Songs, Admin by ICG -SESAC/BMI
8, ©2002 Foray Music /MR2 Songs, Inc. / EMI April Music Inc. / Sea Gayle Music - SESAC/ASCAP
9, ©2002 EMI April Music Inc./ Mark McClurg Music / Jan And Will Music / Extra Bases Music - ASCAP/SESAC
10, ©1998 Universal-Millhouse Music / Ashwords Music / Universal Music Corp. / Heart Of A Child Music - BMI/ASCAP
11, ©1997 Acuff Rose Music, Inc. - BMI
12, ©2002 Songs In Black Inc.(Adm. by CMI) / Rory Bourke Music Company - BMI

Recorded at Ocean Way studios, except 1, 4,& 8 recorded at EMI Studios
Additional recording at Tin Ear studios, Nashville, TN, Omnisound Studios, Nashville, TN, EMI Studios, Nashville, TN, Tree Studios, Nashville, TN, Cool Tools Audio, Nashville, TN, Mixed at Cool Tools Audio, Nashville, TN. Mastered at Independent Mastering, Nashville, TN.

Jerry Douglass appears courtesy of Sugar hill Records / Vince Gill appears courtesy of MCA Nashville / Aubrey Haynie appears courtesy of Sugar Hill Records / Brent Rown appears courtesy of Rowest Records / Harry Stinson appears courtesy of Dead Reckoning / Bryan Sutton appears courtesy of Sugar Hill Records / Chris Thile appears courtesy of Sugar Hill Records

Barcode and Other Identifiers

• Mastering SID Code: IFPI L006
• Mould SID Code: IFPI 0343
• Matrix / Runout: UNS F30 0122R1 02@ AN
• Mould SID Code: MADE IN USA BY UML
• Matrix / Runout: ASCAP
• Rights Society: BMI
• Rights Society: SESAC

Other versions

Category	Artist	Title (Format)	Label	Category	Country	Year
B00006AO3C	Joe Nichols	Man With A Memory ‎(HDCD)	Universal South	B00006AO3C	US	2002
088 170 285-2	Joe Nichols	Man With A Memory ‎(CD, Album)	Universal South	088 170 285-2	US	2002
UNSF-30012-2	Joe Nichols	Man With A Memory ‎(CD, Album, Promo)	Universal South	UNSF-30012-2	US	2002
none	Joe Nichols	Masters 4/23 ‎(CDr, Album, Promo)	Universal South	none	US	2002
088 170 285-4	Joe Nichols	Man With A Memory ‎(Cass, Album)	Universal South	088 170 285-4	US	2002