Justin Meldal-Johnsen – electric bass (tracks 1–4, 6, 9–11), background vocals (tracks 3, 5, 11), electric guitar (track 4), upright bass (tracks 5, 7–8, 10, 12), glockenspiel (tracks 5, 10), percussion (tracks 5, 10–11), piano (track 10)

Roger Joseph Manning Jr. – synth (tracks 1, 5, 7, 10), Wurlitzer (tracks 1, 7, 10, 12), glockenspiel (track 1), piano (tracks 3, 10–11), Clavinet (tracks 3, 5–6, 10–11), background vocals (tracks 3, 5, 11), percussion (tracks 5, 10–11), harmonium (track 10), banjo (track 10), Indian banjo (track 10)

Smokey Hormel – electric guitar (tracks 1, 3, 5, 7, 10), acoustic guitar (tracks 4, 5, 7, 9), percussion (tracks 5, 10), background vocals (track 5), acoustic slide guitar (tracks 6, 10, 12), piano (track 10), bamboo saxophone (track 10), megamouth (track 10), tape recorder (track 10)

Joey Waronker – drums (tracks 1, 3, 5, 7, 10–12), percussion (tracks 1–7, 10–12), background vocals (tracks 3, 11), beatbox drums (track 10)

James Gadson – drums (tracks 2, 4, 6, 9)

Jason Falkner – electric guitar (tracks 2, 11), background vocals (track 11), percussion (track 11)

Nigel Godrich – keyboards (tracks 2, 4, 6), percussion (track 2), synth (track 3)
Suzie Katayama – cello (track 7)