1. Anne Heaton - Give In - Give In To You (3:52)
2. Anne Heaton - Give In - Make You Sad (3:16)
3. Anne Heaton - Give In - The Line (4:15)
4. Anne Heaton - Give In - Your Heart (4:51)
5. Anne Heaton - Give In - Underdog (4:04)
6. Anne Heaton - Give In - Counting (2:29)
7. Anne Heaton - Give In - Breathing My Breath (4:26)
8. Anne Heaton - Give In - Maybe It's Peace (2:45)
9. Anne Heaton - Give In - Hey New York (4:12)
10. Anne Heaton - Give In - Hover (Perfectly Lovely) (3:43)

produced by Mike Denneen
recorded and mixed by Matt Beaudoin at Q Division, Sommerville, MA
assisted by Matt "2" Tahaney

drum tech: Carl Plaster

mastered by Johnathan Wyner at M Works

all songs written by Anne Heaton, except "Make You Sad", "The Line", "Your Heart", "Maybe it's peace" written by Anne Heaton and Frank Marotta, Jr.

Anne Heaton: vocals, piano, hammond, wurlitzer, chamberlain, farfisa, keyboards
Frank: vocals, all acoustic and electric guitars and low notes (bass) on "The Line", "Your Heart", "Maybe It's Peace" and "Perfectly Lovely"
Joe McMahon: bass on "Give in to you", "Make you sad", "Underdog", "Counting", "Breathing my Breath"
Matt Tahaney: additional bass
Fred Eltringham: all drums and percussion