Paul Simon – acoustic guitar, electric guitar, programming, vocals
Rob Mounsey – synthesizer, vocoder
The Harptones – background vocals
Bernard Edwards – bass guitar
Nile Rodgers – electric guitar on "Think Too Much (a)", and "Cars are Cars", programming
Al Di Meola – electric guitar solo on "Allergies"
Eric Gale – electric guitar on "When Numbers Get Serious"
Sid McGinnis – electric guitar on "The Late Great Johnny Ace"
Airto Moreira – percussion
Marin Alsop – violin on "The Late Great Johnny Ace"
Michael Boddicker – synthesizer on "The Late Great Johnny Ace"
Wells Christy, Tom Coppola – synthesizer
Steve Ferrone – drums on "When Numbers Get Serious" and "Think Too Much (a)", additional drums on "Allergies"
Steve Gadd – drums on all songs except where noted
Anthony Jackson – bass guitar
Jill Jaffe – viola on "The Late Great Johnny Ace"
Jesse Levy – cello on "Train in the Distance"
Mike Mainieri – marimba, vibraphone
George Marge – bass clarinet on "The Late Great Johnny Ace"
Marcus Miller – bass guitar on "Train in the Distance" and "Think Too Much (b)"
Jeff Porcaro – drums on "Train in the Distance"
Dean Parks – electric guitar, acoustic guitar
Greg Phillinganes – piano, Fender Rhodes on "Allergies", "Song About the Moon" and "The Late Great Johnny Ace"
Michael Riesman – synthesizer, conductor on "The Late Great Johnny Ace"
Mark Rivera – alto saxophone on "Train in the Distance"
Robert Sabino – synthesizer, piano
Richard Tee – synthesizer, piano, Fender Rhodes
Carol Wincenc – flute on "The Late Great Johnny Ace"
Frederick Zlotkin – cello on "The Late Great Johnny Ace"
Peter Gordon – French horn on "Train in the Distance"
The uncredited horn section on "Allergies" and "Cars Are Cars" are Mark Rivera (saxophone), Jon Faddis & Alan Rubin (trumpet)

Dave Matthews - horn arrangements

Produced by Paul Simon,
Russ Titelman and Roy Halee
Co-Produced by Lenny Waronker
Engineered and Mixed by Roy Halee
Synclavier programmed by David Nichtem
Additional Engineering:
Lee Herschberg, Jason Corsaro,
Mark Linett, Gene Paul & James Dougherty
Second Engineers: Erick Korte,
Andy Hoffman, Terry Rosiello,
David Greenberg, Stuart Gitlan,
Ken Deane, Dan Nash & Jim Santis

Recorded at Warner Bros. Recording Studios,
North Hollywood; Regent Sound Studios,
New York; Mediasound Inc.
Atlantic Recording Studios,
New York and Sigma Sound Studios, New York

Mixed at Regent Sound Studios, New York
LP Originally masterd by Greg Calbi
at sterling Sound, New York

CDD Pre-Mastering by WCI Record Group
Recorded using the 3M Digital Mastering Process

Digital Engineer: Tom Bates
Soundworks Digital audio Facilities: Wayne Yurgelun
Production Assistants: Julie Hooker & Kimberly Boyle
Art Direction: Jeffrey Kent Ayeroff with Paula Grief
Design: Jeri McManus
Special Thanks: Hugh Brown
Cover Photo: E.K.T.V.
Inner Photo: Arthur Elgort
Special Thanks to Lenny Waronker, Ian Hoblyn,
Lome Michaels and Eddie Simon
All songs written by Paul Simon
Background vocals by Paul Simon