Steven Wilson - vocals, guitar, bass, keyboards, drum programming, songwriting

Additional personnel
Colin Edwin – Bass guitar on "Always Never"
Richard Barbieri – Electronics on "Up the Downstair"
Suzanne J. Barbieri – Vocals on "Up the Downstair"
Gavin Harrison – Drums (Disc 1 2004 edition only)
Alan Duffy - co-songwriting on "Always Never", "Small Fish", "Fadeaway" & "The Joke's on You"