The album is a sequel to Chrome Dreams, a legendary NY album from 1977 that had originally been scheduled for release but was shelved in favor of Young's album 'American Stars 'N Bars'.

Ben Keith - alto saxophone, pedal steel guitar, lap slide guitar, dobro, electric guitar, Hammond B-3 organ, vocal
Chad Cromwell - drums
Claude Cailliet - trombone
Frank “Poncho” Sampedro - guitar
Joe Canuck - vocal
John Fumo - trumpet
Larry Cragg - baritone saxophone
Neil Young - acoustic and electric guitars, banjo, harmonica, grand piano, pump organ, Hammond B-3 organ, vibes, percussion, vocal
Neil Young - electric guitar, vocal
Ralph Molina - drums, percussion, vocal
Rick Rosas - bass
Rick Rosas - bass, vocal
Steve Lawrence - tenor saxophone, keyboards
Tom Bray - trumpet (solo)