Circus Money

Circus Money is the second and final solo album by Walter Becker released on June 10, 2008 through the 5 Over 12 label (an imprint of Mailboat Records) both in CD and digital download formats and July 14, 2008 through Sonic360 for the rest of the world outside North America. Unlike Becker's previous solo release, this album does not have the participation of Becker's fellow Steely Dan founder and bandmate Donald Fagen.

The cover artwork features graphic work inspired by a photograph of a Yup'ik mask, reproduced in Ann Fienup-Riordan's The Living Tradition of Yup'Ik Masks. Becker wrote that after obtaining the rights to re-use the photograph (from Fienup-Riordan as well as the book's publisher and the original photographer), the Smithsonian Institution's National Museum of Natural History (where the mask is held) was notified of the intended use of the photograph. The museum attempted to block the use of the photograph, citing cultural sensitivity and the sacred nature of the mask. Following legal advice, it was deemed the museum had no legal basis for blocking the photograph's use.

Track listing
All songs written by Walter Becker and Larry Klein, except "Circus Money", written by Becker.
 * 1) "Door Number Two" - 4:33
 * 2) "Downtown Canon" - 5:36
 * 3) "Bob Is Not Your Uncle Anymore" - 4:45
 * 4) "Upside Looking Down" - 4:08
 * 5) "Paging Audrey" - 6:48
 * 6) "Circus Money" - 4:15
 * 7) "Selfish Gene" - 4:38
 * 8) "Do You Remember the Name" - 4:14
 * 9) "Somebody's Saturday Night" - 4:29
 * 10) "Darkling Down" - 5:04
 * 11) "God's Eye View" - 6:02
 * 12) "Three Picture Deal" - 5:27
 * 13) "Dark Horse Dub"* - 6:46

*International release only

Personnel
Musicians
 * Walter Becker – vocals, guitars (1, 2), bass (1-5, 7-12), guitar solo (7, 9, 10)
 * Ted Baker – keyboards (1-3, 5, 7, 10-12), acoustic piano (4, 6, 9), electric piano (9)
 * Jim Beard – acoustic piano (1, 3, 5, 7, 12), keyboards (5, 6, 8, 11), clavinet (5), calliope (7), RMI Rock-Si-Chord (12)
 * Larry Goldings – organ (2), Hammond organ (10)
 * Henry Hey – keyboards (4, 8)
 * Jon Herington – guitars, slide guitar (8)
 * Dean Parks – guitars (2, 4, 9), guitar solo (4)
 * Larry Klein – bass (6)
 * Keith Carlock – drums, percussion (1)
 * Gordon Gottlieb – percussion (2, 3, 7, 10, 12)
 * Luciana Souza – vocal solo (7), pandeiro (9)
 * Chris Potter – tenor saxophone (1, 5, 6)
 * Roger Rosenberg – bass clarinet (11), baritone saxophone (12)
 * Carolyn Leonhart-Escoffery – backing vocals (1-5, 8-11)
 * Kate Markowitz – backing vocals (1, 2, 4, 6, 7, 9-12)
 * Cindy Mizelle – backing vocals (1, 2, 4, 5, 9-12)
 * Windy Wagner – backing vocals (1, 2, 4, 6, 9-12)
 * Carmen Carter – backing vocals (2, 6, 9)
 * Tawatha Agee – backing vocals (5, 12)
 * Sharon Bryant – backing vocals (5, 12)
 * Sweet Pea Atkinson – backing vocals (11)
 * Sir Harry Bowens – backing vocals (11)
 * Terry Dexter – backing vocals (11)

Production
 * Larry Klein – producer
 * Helik Hadar – engineer, mixing
 * Jay Messina – engineer
 * Elliot Scheiner – engineer
 * Jim Beard – additional engineer
 * Brian Montgomery – additional engineer
 * Justin Gerrish – assistant engineer
 * Chris Lupo – assistant engineer
 * Bernie Grundman – mastering at Bernie Grundman Mastering (Hollywood, California)
 * Roger Sadowsky – guitar and bass technician
 * Andrew Rathbun – musical transcription
 * Jill Dell'Abate – production coordinator
 * Cindi Peters – production coordinator
 * A. Denovo – design, photography
 * Carol Bobolts – design support
 * Irving Azoff – management
 * Sandy Roberton – management