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| Lou Ann Barton | Primary Artist, Vocals |
| Mel Brown | Piano |
| Denny Freeman | Guitar |
| Kim Wilson | Harmonica, Background Vocals |
| Jon Blondell | Bass |
| Fran Christina | Background Vocals |
| David Grissom | Guitar |
| Mark "Kaz" Kazanoff | Saxophone |
| Michael Kindred | Piano |
| Rocky Morales | Saxophone |
| David "Fathead" Newman | Tenor Saxophone |
| Derek O'Brien | Guitar, Slide Guitar |
| George Rains | Drums |
| Paul Ray | Background Vocals |
| Tommy Shannon | Bass |
| Joe Sublett | Guitar, Saxophone, Tenor Saxophone |
| Jimmie Vaughan | Guitar |
| Reese Wynans | Organ, Piano |
| Lou Ann Barton | Producer |
| Paul Ray | Producer |
| Stuart Sullivan | Engineer |
| Clifford Antone | Executive Producer |
| Jeff Rowe | Cover Photo |
| Cameron Randle | Executive Producer |
| Bill Narum | Art Direction |
Editorial Reviews
All Music Guide - Stewart Mason
Lou Ann Barton didn't have the best of luck in her early career. Incongruously signed to a major label for 1982's Old Enough, she delivered a fine debut that was utterly out of step with the times. Shunted to a tiny indie in her adopted hometown of Austin, she recorded 1986's oddly poppy Forbidden Tones, an album of John Hiatt and Beatles covers that recalled Marti Jones' albums from the same period; it was a fine record, but it was a complete stylistic aberration. Barton returned to her blues-rock roots for 1989's Read My Lips. Cutting out the synthesizers and pop gloss of Forbidden Tones for a more traditional sound and recording with longtime friends like the Fabulous ...