Steve Lukather - Guitar
Virginia Madsen - Narration on "Prologue"
Kenneth McMillan and Paul Smith - Dialogue on "The Floating Fat Man (The Baron)"
Jeff Porcaro - Drums, percussion
Steve Lukather - Guitar, Vocals
David Paich - Keyboards, Vocals
Jeff Porcaro - Percussion, Drums
Steve Porcaro - Keyboards, Vocals
Mike Porcaro - Percussion, Bass, Cello
Marty Paich - Strings, Conductor
Emil Richards, Robert Zimmitti - Percussion
Vienna Symphony Orchestra