Allan Holdsworth – guitar, SynthAxe, spoken vocals (track 7), engineering, mixing, production
Rowanne Mark – vocals (track 2)
Craig Copeland – vocals (track 8)
Gary Husband – keyboard (track 1)
Steve Hunt – keyboard (tracks 4, 6)
Alan Pasqua – piano
Vinnie Colaiuta – drums (except track 7)
Chad Wackerman – drums (track 7), keyboard (track 7)
Jimmy Johnson – bass (except track 7)
Bob Wackerman – bass (track 7)
Claire Holdsworth – spoken vocals (track 7)
Jeffrey Ocheltree – sound effects
Robert Feist – engineering, mixing
Biff Vincent – engineering
Charlie Watts – engineering
Dan Humann – engineering
Bernie Grundman – mastering