Allan Holdsworth – guitar, SynthAxe, mixing, production
Naomi Star – vocals
Steve Hunt – keyboard (tracks 1, 2, 4, 5)
Gordon Beck – keyboard (tracks 9–11)
Chad Wackerman – drums (tracks 1, 3, 5, 7, 9–11), keyboard (track 7)
Gary Husband – drums (tracks 2, 4), keyboard (track 3)
Vinnie Colaiuta – drums (track 6)
Jimmy Johnson – bass
Joel Schnebelt – spoken vocals
Robert Feist – engineering
Gordon Davis – mixing