Personnel includes: Brad Paisley (vocals, acoustic, electric, & 12-string guitar, mandolin, Tic-Tac bass); Alison Krauss (vocals, viola); Redd Volkaert (guitar); Randel Currie (steel guitar); Ron Block (banjo); Jerry Douglas (dobro); Justin Williamson (fiddle); Gordon J. Mote (piano, Hammond B-3 organ); Kevin Grantt (bass); Bernie Herms (piano); Eric Darken (percussion); Ben Sesar (drums); Dan Akroyd, Jim Belushi, Vince Gill, Maddie Sampson, Georgia Claire Varble, Manny Rogers, Charles McCallie, Wes Hightower (background vocals).

Recorded at The Castle, Franklin, Tennessee.

"Spaghetti Western Swing" was nominated for the 2004 Grammy Award for Best Country Instrumental Performance. "Celebrity" was nominated for Best Country Song.

If Brad Paisley did not exist it would be necessary to invent him. He stands at the crossroads between the hipster realms of alt-country and the proletarian climes of mainstream Nashville. He's too close to the middle of the road to ever be drawn to the No Depression crowd's collective bosom, but he's miles ahead of the country assembly line. On his third album he continues to do things nobody else in the Nashville hierarchy does; play a number of his own instruments, write almost all his own songs, use his own band instead of the same studio vets that occupy the credits of seemingly every other contemporary country record.

Most importantly, his songs are full of humor that doesn't descend into hee-haw jokiness. He uses a gently mocking touch to highlight the simple truths about life and love, gaining a fresh, distinctive perspective in the process. The title cut is as close as he gets to commercial, and by "Hold Me In Your Arms" he's dipping into the Bakersfield sound with aplomb. "The Cigar Song" is a shaggy-dog tale worthy of Loudon Wainwright. And what other pop-country star would include two Western Swing-style instrumentals on an album, one of which ("Spaghetti Western Swing") seamlessly melds Wills and Morricone. Now that's an accomplishment!