Core musicians
Donny McCaslin – tenor saxophone
Jason Lindner – piano, synthesizers
Tim Lefebvre – electric bass
Mark Guiliana – drums, programming
Zach Danziger – drums, programming

Guest vocalists
Ryan Dahle – vocals
Jeff Taylor – vocals
Gail Ann Dorsey – vocals
Mark Kozelek (credited as Sun Kil Moon on the track listing) – spoken vocals on "The Opener"

Additional musicians (from the full album credits)
Some editions of the album also credit:
Ben Monder – guitar
Steve Wall – guitar, Wurlitzer organ, drum programming, production
Ryan Dahle – guitar, Mellotron (in addition to vocals)

This album marked a significant stylistic shift for McCaslin, moving further into art rock and electronic music following his work with David Bowie on Blackstar. The core instrumental lineup of McCaslin, Lindner, Lefebvre, and Guiliana is the same quartet that performed on Blackstar.