1. Our Love Is Fading
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) /
Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
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Sheryl Crow
100 Miles From Memphis

A&M Records
B0014507-02

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100 Miles To Memphis

Sheryl Crow: Vocals, Wurlitzer
Doyle Bramhall II: Electric Guitar
Justin Stanley: Electric Guitar, Percussion
Homer Steinweiss: Drums
Tommy Sims: Bass, Electric Guitar
Chris Bruce: Electric Guitar
Jeff Babko: B3 Organ, Piano
Printz Board: Trumpet
Tim Orindgreff: Saxophone
Niki Haris, Jean McClain, Shawntae Jackson, Bridgette Bryant, Nayanna Holley: Background Vocals


2. Eye To Eye
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals, Background Vocals
Keith Richards: Electric Guitars, Gang Vocals
Doyle Bramhall II: Electric Guitar, Acoustic Guitar, Background Vocals, Gang Vocals
Justin Stanley: Percussion, Gang Vocals
Homer Steinweiss: Drums
Tommy Sims: Bass
Chris Bruce: Electric Guitar
Jeff Babko: B3 Organ
Printz Board: Trumpet
Tim Orindgreff: Saxophone


3. Sign Your Name
(Maitreya Sananda) (aka Terence Trent D’Arby) EMI Virgin Songs Inc. (BMI)
Sheryl Crow: Vocals
Justin Timberlake: Background Vocals
Doyle Bramhall II: Electric Guitar
Justin Stanley: Drums, Percussion, Orchestra Bells, Omnichord
Jerry Wonda Duplessis: Bass
Chris Bruce: Electric Guitar
Jeff Babko: B3 Organ, Synth
David Campbell: String Arranger
Niki Haris, Jean McClain, Shawntae Jackson, Bridgette Bryant, Wil Wheaton, Antonio Sol: Background Vocals


4. Summer Day
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals, Wurlitzer
Doyle Bramhall II: Electric Guitar, Background Vocals
Justin Stanley: Tambourine
Homer Steinweiss: Drums
Tommy Sims: Bass
Chris Bruce: Electric Guitar
Jeff Babko: Organ, Clavinet, Piano
Printz Board: Trumpet
Tim Orindgreff: Saxophone
String Arranger: David Campbell
Sid Page, Mario De Leon, Gerry Hilera, Songa Lee, Michele Richards, Ken Yerke, Belinda Broughton, Peter Kent, Gina Kronstadt, Vladamir Polimatidi, Philip Vaiman, Margaret Wooten: Violins
Karen Elaine, Kazi Pitelka, Alma Fernandez: Violas
Steve Richards, Suzie Katayama, Rudy Stein: Celli
Suzie Katayama: Contractor


5. Long Road Home
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals, Background Vocals
Doyle Bramhall II: Acoustic, Electric & Slide Guitar, Background Vocals, Mandolin, Percussion
Justin Stanley: Drums, Acoustic Guitar, Percussion, Background Vocals
Chris Bruce: Bass, Electric Guitar
Keith Megna: Acoustic Guitar
Jeff Babko: B3 Organ
Printz Board: Trumpet
Tim Orindgreff: Saxophone
Tommy Sims, Niki Haris, Jean McClain, Shawntae Jackson, Bridgette Bryant, Will Wheaton, Antonio Sol, Nayanna Holley: Background Vocals
Henson Studio Gang: Claps


6. Say What You Want
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals
Doyle Bramhall II: Acoustic Guitars, Mandolin, Bass, Harmonica, Background Vocals
Justin Stanley: Drums, Acoustic Guitar, Programming
Jeff Babko: Moog
Printz Board: Trumpet
Tim Orindgreff: Saxophone


7. Peaceful Feeling
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals, Wurlitzer, Background Vocals
Doyle Bramhall II: Electric Guitar, Background Vocals
Justin Stanley: Drums, Percussion, Piano, Background Vocals, Orchestra Bells
Homer Steinweiss: Drums
Tommy Sims: Bass
Chris Bruce: Electric Guitar
Keith Megna: Acoustic Guitar
Jeff Babko: Clavinet
Nayanna Holley: Background Vocals
Ephraim Owens: Trumpet
Shelly Carrol: Saxophone


8. Stop
(Sheryl Crow) Old Crow Music Administered by Chrysalis One Songs (BMI)
Sheryl Crow: Vocals, Wurlitzer
Doyle Bramhall II: Acoustic Guitar, Electric Guitar
Victor Indrizzo: Drums
Tommy Sims: Bass
Chris Bruce: Electric Guitar
Jeff Babko: Piano
David Campbell: String Arrangement
Niki Haris, Jean McClain, Shawntae Jackson, Bridgette Bryant: Background Vocals


9. Sideways

(Clarence Copeland Greenwood) Cope Music c/o Helen Burnett (ASCAP)
Sheryl Crow: Vocals, Wurlitzer
Citizen Cope: Vocals, Acoustic Guitar
Doyle Bramhall II: Electric Guitar
Justin Stanley: Leslie Guitar
Victor Indrizzo: Drums
Tommy Sims: Bass
Chris Bruce: Electric Guitar
Jeff Babko: B3 Organ, Piano
Printz Board: Trumpet
Tim Orindgreff: Saxophone
String Arranger: David Campbell
Sid Page, Mario De Leon, Gerry Hilera, Songa Lee, Michele Richards, Ken Yerke, Belinda Broughton, Peter Kent, Gina Kronstadt, Vladamir Polimatidi, Philip Vaiman, Margaret Wooten: Violins
Karen Elaine, Kazi Pitelka, Alma Fernandez: Violas
Steve Richards, Suzie Katayama, Rudy Stein: Celli
Suzie Katayama: Contractor


10. 100 Miles From Memphis
(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals, Background Vocals
Doyle Bramhall II: Electric Guitar, Background Vocals
Justin Stanley: Guitar, Percussion, Background Vocals
Homer Steinweiss: Drums
Tommy Sims: Bass, Background Vocals
Jeff Babko: B3 Organ, Wurlitzer, Piano


11. Roses And Moonlight

(Sheryl Crow, Doyle Bramhall II, Justin Stanley) FSMGI (IMRO) / Old Crow Music Administered by Chrysalis One Songs (BMI) / Wirzma Publishing Adm by Bug Music (BMI) / Soundhustler Music (BMI)
Sheryl Crow: Vocals
Doyle Bramhall II: Electric Guitar, Background Vocals
Justin Stanley: Percussion, Orchestra Bells
Victor Indrizzo: Drums, Percussion
Tommy Sims: Bass
Chris Bruce: Electric Guitar
Jeff Babko: B3 Organ, Clavinet, Rhodes, Synths
Printz Board: Trumpet
Tim Orindgreff: Saxophone


12. I Want You Back
(Bonus Track -  For Michael With Love)
(The Corporation; Berry Gordy, Alphonso Mizell, Frederick Perrin, Deke Richards) Jobete Music Co Inc., c/o EMI Music Publishing (ASCAP)
Sheryl Crow: Vocals
Doyle Bramhall II: Electric Guitar, Background Vocals
Justin Stanley: Percussion, Organ
Victor Indrizzo: Drums
Tommy Sims: Bass, Electric Guitar, Background Vocals
Chris Bruce: Electric Guitar
Jeff Babko: Piano, Synthesizer
Gary Lee Clark, Jr.: Background Vocals

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SHERYL THANKS:

This album and all else is for Wyatt Steven and Levi James.

My love and appreciation to my producers and musical partners, Justin Stanley and
Doyle Bramhall II.

Special thanks for Keith Richards, Justin Timberlake, and Clarence Greenwood.

Deepest gratitude to my manager and clear friend, Scooter Weintraub and to Pam Wertheimer.

My love and appreciation to my family and to Elisabeth Porter.

Thank you to Chris Hudson, Keith Megna Nannette Daquila, Paul LaMalfa, Chuck Coorts, Bill Vuylsteke, Barbara Karrol, John Mars, Jay Cooper, Rick Purcell, Julie Sons, Chuck White, Pam Adams, Emahn Ray, Lynn Killop.

Thank you to all the musicians who gave their time and talents to this record.

Thanks to my friends at Interscope/A&M Records.
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PRODUCER THANKS:

Justin and Doyle would like to thank Sheryl for believing in the boogie, Scooter and Pam for always being there. Eric for starting the engine and the inspiration. Faryal and the entire Henson crew for being the coolest. Paul and Shari for keeping it all together. Phil at sta-level, Thomas from vintagedesign, John at Royer mics, Reason amps and Scott at Istanbul cymbals for the gear that makes a difference. Johnny Caswell for his generosity and support, John, Wendy, Lon Cohen and Dave Hinson for the endless loan of magical instruments. All the great musicians who graced this music with there talent and good vibes. Justin's love to Nikka and Sugar for reminding him what it's really all about. Doyle's love to India and Elle for their constant love and inspiration. And Keith Richards for dropping by, bringing the island vibe and keeping it real.

PRODUCED BY: Doyle Bramhall II and Justin Stanley for fadedboogie productions ENGINEERED AND MIXED BY: Justin Stanley
EXECUTIVE PRODUCER: Scooter Weintraub
MANAGEMENT: W Management, Scooter Weintraub and Pam Wertheimer

ASSISTANT & ADDITIONAL ENGINEERING: Paul LaMalfa
ADDITIONAL ASSISTANT ENGINEER: Peter Bishoff, Peter Mack
PRODUCTION COORDINATOR: Shari Sutcliffe
VIDEOGRAPHER: Keith Megna
RECORDED AT: Henson Studios, Hollywood, CA, Electric Lady Studios, New York, NY; Cross Creek Studios, Nashville, TN
MIXED AT: Henson Studios, Hollywood, CA
MASTERED BY: Gavin Lurssen at Lurssen Mastering, Hollywood, CA


JUSTIN TIMBERLAKE APPEARS COURTESY OF Jive Records
KEITH RICHARDS APPEARS COURTESY OF Promotone BV
CITIZEN COPE APPEARS COURTESY OF Rain Water Recordings

PHOTOGRAPY: Mark Seliger
BAND PHOTOS: Keith Megna
ART DIRECTION: Jeri Heiden for Smog Design, Inc.
DESIGN: Glen Nakasako & Nick Steinhardt for Smog Design, Inc. .
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(P) © 2010 A&M RECORDS. ALL RIGHTS RESERVED.
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