Rick Florian - lead and background vocals
Mark Gersmehl - keyboards, lead and background vocals, loops
Billy Smiley - acoustic and electric guitars, background vocals
Additional players
Barry Graul - electric and acoustic guitars, lead guitars
Mike Mead - [bad word] Mark Hill - bass guitar
Steve Hindalong - percussion
Roscoe Meek - additional guitars on "Fall On Me", "Give Enough" and "Man Overboard"
Greg Herrington - [bad word] programming on "Remember This"