All songs written by David Usher, except "Some People Say", co-written by Byron Wong.
All songs arranged by David Usher, Jonathan Gallivan, Kevin Young, Chris Taylor-Munro and Byron Wong.
- "The Music"
- "Brilliant"
- "Ugly Is Beautiful"
- "So Far Down"
- "Spotlight On"
- "Science"
- "White Flag"
- "Happy Endings"
- "Life Of Bees"
- "Blue"
- "Some People Say"
- "Sparkle and Shine" (Bonus Track)
- David Usher - vocals
- Jonathan Gallivan - electric, acoustic and bass guitars, backing vocals (track 2), layout and design
- Kevin Young - keyboards, synthesizers, mellotrons, pianos, backing vocals (tracks 1, 2, 4, 5, 6, 8, 11)
- Chris Taylor-Munro - drums and percussion, backing vocals (tracks 2, 6, 11)
- Julia Galios - bass synth (tracks 8, 9, 10), backing vocals (tracks 1, 2, 3, 6, 8, 9, 10)
- Byron Wong - bass guitar (track 11), glockenspiel (track 2), additional keyboards (tracks 2, 4, 5), piano (tracks 7, 11), backing vocals (track 2), production, mixing (track 11), engineering
- Michelle Laidman - backing vocals (tracks 2, 5, 7)
- Brian Malouf - percussion (track 3, additional production, mixing
- Lindsey Hilliard - violin (tracks 6, 9, 10)
- Matt Matteer - percussion (track 11), assistant engineering
- Ruben Huizenga - additional engineering
- Joao - mastering (Joao Carvalho Mastering)
- Raphael Mazzucco - photography