Tracklist

A1	Who Knocked The Brains Out Of The Sky?	4:04
A2	Beanum & Barley	4:55
A3	Three Mules	0:46
A4	Living On The Corner	3:46
A5	Sudden Garden	4:39
B1	Catch It	3:27
B2	Bitter City	3:25
B3	Lucky Mrs. Ticklefeather	4:45
B4	Hundred Acre Wood	2:56
B5	Weep For The Wooden Man	4:38

Companies, etc.

• Recorded At – Amigo Studios
• Pressed By – Mercury Record Manufacturing Company

Credits

• Backing Vocals – Louis Killen (tracks: B3)
• Banjo – David Cohen (tracks: B2)
• Cello – Frederick Seykora (tracks: B5)
• Dobro – James Burton (tracks: A4)
• Drums – Abe Mills (tracks: A4), Earl Palmer (tracks: A1, B1-B5), Jim Gordon (tracks: A5, B5)
• Electric Bass – Lyle Ritz (tracks: A2-A-5, B2-B5), Steve LeFevre (tracks: A1, B1)
• Engineer – Greg Venable, Hank Cicalo
• Hurdy Gurdy, Crumhorn – Lyn Elder (tracks: B5)
• Lead Guitar – David Cohen (tracks: A4, B3), Louis Shelton* (tracks: A1, B1)
• Lead Guitar, Rhythm Guitar – Mitch Greenhill (tracks: B2, B4)
• Lead Vocals, Guitar – Eric Von Schmidt
• Percussion [Tinkle Bell] – David Cohen (tracks: B4)
• Percussion [various] – Gene Estes (tracks: A4, B3)
• Piano – Michel Rubini (tracks: A1, B1)
• Piano, Keyboards [Cembalet], Organ – Mike Lang
• Producer – Mitch Greenhill
• Rhythm Guitar – Louie Shelton (tracks: A2-A-5, B2-B5)
• Triangle – Mitch Greenhill (tracks: B5)

Notes

White label promo. Recommended cuts for airplay sticker with some track timings on some front covers.
Recorded at Amigo Studios, N. Hollywood, California, June, 1969

Notes by Bob Dylan on rear cover:
"Of course we had heard about Eric von Schmidt for many years. The name itself had become a password. Eventually, after standing in line to meet him, there it was — his doorstep, a rainy day, and he greeted his visitors, inviting them in. He was told how much they liked GRIZZLY BEAR and he then invited the whole bunch to the Club where he was about to perform the thing live, "C'mon down to the Club," he said— "I'm about to perform it live." We accepted the invitation. And that's what this record is. An invitation. An invitation to the glad, mad, fad, biting, exciting, frightening, crabby, happy, enlightening, hugging, chugging world of Eric von Schmidt. For here is a man who can sing the bird off the wire and the rubber off the tire. He can separate the men from the boys and the note from the noise; the bridle from the saddle and the cow from the cattle. He can play the tune of the moon, the why of the sky, and the commotion of the ocean. Yes he can — and he is also a hell of a guy."

Barcode and Other Identifiers

• Matrix / Runout (A-side runout, stamped, etched): SR 67124-A-S4-1-11 MR
• Matrix / Runout (B-side runout, stamped, etched): SR 67124-B-S4-1-11 MR

Other versions

Category	Artist	Title (Format)	Label	Category	Country	Year
SRS 67124	Eric Von Schmidt	Who Knocked The Brains Out Of The Sky? ‎(LP, Album)	Smash Records	SRS 67124	US	1969