The first original song on the album, My Heart Can’t Take It," features Marae on the ukulele and vocals, piano and piano arrangement by Sky Ladd, upright bass by Harley Magsino and drums by Brian Demeulle. Lyrically, the song reveals how what we say doesn't necessarily mean how we feel.
Musicians on the album include San Diego artists, Sky Ladd: piano, Harley Magsino: upright bass, Brian Demeulle: drums, Don Shaffer: fluglehorn, Wil Forbis: guitar and Alison Marae on vocals, ukulele and piano. The album also features two jazz standards, All Of Me" and I Can't Give You Anything But Love." Both recorded simply with acoustic guitar and ukulele.