2003, from Russ Varnell Production Co.
Produced by Mike Whitley & Russ Varnell @ Thunder Road Studios, Elm City, NC.

Vocals: Russ Varnell, Jason Smith, & Betty Bunn
Piano & Orchestration: Larry Summerlin
Bass: Robbie Hendricks
Guitar: Ronnie Waters
Drums: Ronnie Stroud
Steel Guitar: Ricky Hagan
Fiddle: Patti Hopkins
Telecaster on "Whoop Dee Do": Jason Smith

Track List:

• Whoop Dee Do [Listen to Song]
• It's a Cheating Situation [Listen to Song]
• Close Up the Honky Tonks
• Don't Let Her Know
• Playin' Every Honky Tonk In Town [Listen to Song]
• Everybody's Arms But Mine
• Uptown Downtown
• Don't Make Me Feel At Home
• Honky Tonk Teachers
• Sad Songs & Waltzes
• Someone Told My Story
• I Never Go Around Mirrors
• Honky Tonk Crowd