| # | Title | Length |
|---|
| 1 | Making Memories | 4:13 |
| 2 | The Hard Way | 4:40 |
| 3 | Tangled Up in Love | 3:53 |
| 4 | Nobody Drinks Alone | 5:23 |
| 5 | A Girl Like That | 3:45 |
| 6 | Days Go By | 3:57 |
| 7 | Better Life | 4:45 |
| 8 | I Could Fly | 5:22 |
| 9 | Tonight I Wanna Cry | 4:22 |
| 10 | Blue Jeans | 3:37 |
| 11 | Whenever I Run- additional recording engineer:
- Mark Hagen
- assistant recording engineer:
- Drew Bollman and Jed Hackett
- recording engineer:
- Jeff Balding and Justin Niebank
- producer:
- Dann Huff and Keith Urban
- assistant mixer:
- Rodney Dawson, Tony Green and J.R. Rodriguez
- mixer:
- Justin Niebank
- editor:
- Christopher Rowe
- acoustic guitar, ebow, piano and background vocals:
- Keith Urban
- bass guitar [bass]:
- Jimmie Lee Sloas
- drums (drum set) and other instruments [intro loop]:
- Matt Chamberlain
- electric guitar:
- Tom Bukovac, Dan Dugmore and Keith Urban
- keyboard:
- Tim Akers and Steve Nathan
- percussion:
- Eric Darken
- steel guitar:
- Dan Dugmore
- phonographic copyright (℗) by:
- Capitol Records Nashville (in 2002)
- recorded at:
- Emerald Entertainment in Nashville, Tennessee, United States, Hound's Ear Studio in Franklin, Tennessee, United States and Sound Kitchen Studios in Franklin, Tennessee, United States
- mixed at:
- Sound Stage Studios in Nashville, Tennessee, United States and Starstruck Studios in Nashville, Tennessee, United States
- recording of:
- Whenever I Run
- writer:
- Shelly Peiken, John Shanks and Keith Urban
- publisher:
- Coburn Music, Inc. (from 2002 to present), Dylan Jackson Music (from 2002 to present), Peermusic III, Ltd. (from 2002 to present), Shellayla Songs (from 2002 to present) and WB Music Corp. (from 2002 to present)
| 3:42 |
| 12 | You Look Good in My Shirt- additional recording engineer:
- Mark Hagen
- assistant recording engineer:
- Drew Bollman and Jed Hackett
- recording engineer:
- Jeff Balding and Justin Niebank
- producer:
- Dann Huff and Keith Urban
- assistant mixer:
- Rodney Dawson, Tony Green and J.R. Rodriguez
- mixer:
- Justin Niebank
- editor:
- Christopher Rowe
- bass guitar [bass]:
- Jimmie Lee Sloas
- drums (drum set):
- Matt Chamberlain
- guitar:
- Tom Bukovac and Keith Urban
- keyboard:
- Steve Nathan
- percussion:
- Eric Darken
- solo guitar:
- Keith Urban
- background vocals:
- Russell Terrell and Keith Urban
- phonographic copyright (℗) by:
- Capitol Records Nashville (in 2002)
- recorded at:
- Emerald Entertainment in Nashville, Tennessee, United States, Hound's Ear Studio in Franklin, Tennessee, United States and Sound Kitchen Studios in Franklin, Tennessee, United States
- mixed at:
- Sound Stage Studios in Nashville, Tennessee, United States and Starstruck Studios in Nashville, Tennessee, United States
- recording of:
- You Look Good in My Shirt
- writer:
- Tony Martin, Mark Nesler and Tom Shapiro
- publisher:
- Gold Watch Music (from 2002 to present), NEZ Music (from 2002 to present), Sony/ATV Songs LLC (from 2002 to present) and Wenonga Music (from 2002 to present)
| 3:51 |
| 13 | Good Morning Beautiful | 3:33 |
| 14 | It’s a Love Thing | 3:45 |
| 15 | But for the Grace of God | 4:36 |
| 16 | I Thought You Knew | 3:54 |
| 17 | You’re Everything | 4:14 |
| 18 | Love Somebody Like You- additional recording engineer:
- Mark Hagen
- assistant recording engineer:
- Drew Bollman and Jed Hackett
- recording engineer:
- Jeff Balding and Justin Niebank
- producer:
- Dann Huff and Keith Urban
- assistant mixer:
- Rodney Dawson, Tony Green and J.R. Rodriguez
- mixer:
- Justin Niebank
- editor:
- Christopher Rowe
- banjitar [ganjo], ebow, other instruments [cardboard box] and solo guitar:
- Keith Urban
- bass guitar [bass]:
- Jimmie Lee Sloas
- drums (drum set) and percussion:
- Chris McHugh
- guitar:
- Tom Bukovac, Dann Huff and Keith Urban
- keyboard:
- Tim Akers
- background vocals:
- Russell Terrell and Keith Urban
- phonographic copyright (℗) by:
- Capitol Records Nashville (in 2002)
- recorded at:
- Emerald Entertainment in Nashville, Tennessee, United States, Hound's Ear Studio in Franklin, Tennessee, United States and Sound Kitchen Studios in Franklin, Tennessee, United States
- mixed at:
- Sound Stage Studios in Nashville, Tennessee, United States and Starstruck Studios in Nashville, Tennessee, United States
- part of:
- Billboard Decade End Chart: Country (number: 1)
- recording of:
- Somebody Like You
- writer:
- John Shanks and Keith Urban
- publisher:
- Coburn Music, Inc. (from 2002 to present), Dylan Jackson Music (from 2002 to present) and WB Music Corp. (from 2002 to present)
| 5:19 |