01. Rain On The Scarecrow
02. Grandma's Theme
03. Small Town
04. Minutes To Memories
05. Lonely Ol' Night
06. The Face Of The Nation
07. Justice And Independence
08. Between A Laugh And A Tear
09. Rumbleseat
10. You've Got To Stand For Somethin'
11. R.O.C.K In The U.S.A
12. The Kind of Fella I Am *
* Cassette and CD edition only
John Cougar Mellencamp - vocals, guitar
Larry Crane - electric guitars, acoustic guitars, backing vocals
Kenny Aronoff - drums, tambourine, vibes, backing vocals
Mike Wanchic - electric guitars, backing vocals
Toby Myers - electric bass, backing vocals
John Cascella - keyboards
Rickie Lee Jones - vocals on "Between a Laugh and a Tear"
Sarah Flint - background vocals on "R.O.C.K. in the U.S.A."
Laura Mellencamp (John Mellencamp's grandmother) - lead vocal on "Grandma's Theme"
Mimi Mapes - backing vocals on "Minutes to Memories"
A. Jack Wilkins - saxophone on "Justice and Independence '85"
Richard Fanning - trumpet on "Justice and Independence '85"
Ry Cooder - slide guitar on "The Kind of Fella I Am"
Little Bastard and Don Gehman - production
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