The Music 
Beat Of Love 
Last Laugh 
Love Me Back 
You Crazy 
Worth The Wait 
I Won't Be A Beggar 
Something I've Done 
Hold It Baby 
Memphinati Stomp 
As The Crow Flies 
Turn It Loose 
I'm Gonna Have Your Baby 
Streetcar

The Players

GARY TALLEY 
Guitars all tracks, Vocals on "You Crazy", "Hold It Baby" and "Streetcar"

RICHARD FLEMING
Vocals all tracks except as noted, Guitar on "Memphinati"

GALEN BREEN
Bass and Drums all tracks except as noted, Keyboards where heard except as noted.

RICKEY GODFREY
Bass and Keyboard on "I Won't Be A Beggar"

GARY, RICHARD and GALEN
Background Vocals

Memphis, Tennessee:
Home of Stax, Hi and Sun Records, Beale Street and Graceland; The Nation's Capital of Soul, Blues, Gospel and Rockabilly; The city where countless music giants got their start.

Cincinnati, Ohio:
Birthplace of King Records and Fraternity Records; Musical Mecca for James Brown, Little Willie John, Freddy King, Lonnie Mack and many other stars and innovators in R&B, Rock & Roll and Country Music. 

Memphis-born Box Tops Guitarist Gary Talley and Cincinnati's Richard Fleming are Memphinati and they combined their geographic influences and musical talents on "Tale Of Two Cities" which is their first recording together. This musical journey is presented to you the listener for miles and miles of pleasure--load up your CD player and enjoy the ride.

All songs by Gary Talley & Richard Fleming, 
Exhausted Youngster Music/Richard Fleming Music, BMI 

Produced by GARY TALLEY and RICHARD FLEMING 

Recorded and mixed by 
GALEN BREEN at THE GATOR HOLE, Nashville, TN

Photography by RUSTY RUSSELL

Mastered by STEVE TOLSON 
at THE UTILITY HOUSE, Nashville, TN