Tony Levin – Bass (Electric), Fretless Bass, Bass (Upright), Cello, Warren Bernhardt – Piano, California Guitar Trio – Guitar (Acoustic), Larry Fast – Synthesizer, Steve Gorn – Flute, Pete Levin – Sythesizer, Electric Cello, Jerry Marotta – Percussion, [bad word]  Jeff Pevar – Guitar (Acoustic), Guitar (Electric), David Sancious – Synthesizer, Piano, David Torn – Guitar