- Drums, Percussion, Effects, Vocals – Ed Wilcox
- Guitar – Linda Searnock
- Guitar, Bass – Joe Z.
- Guitar, Saxophone – Steve Buchanan
- Guitar, Turntables – Rick Brackbill
- Recorded By – Dave Kuffa, Ed Wilcox, Jeff Kohlmeyer
- Saxophone, Flute, Vocals – Elliot Levin*
- Synthesizer – Greg Chapman, John Mulvaney
- Synthesizer [Buchla Music Easel] – Charles Cohen
What appears to be a tracklisting is given on the traycard, but it does not quite correspond to the track indexes on the CD: Bullets Into Mesmer's Brain, Dipper Mouth Blues, Souls Below Solo, Blue Skies Shining On Me, Mood Indigo, Slemo Oroman Aroma, Shells, ALH84001, 7 Inches Of Snow, A Bleak Stark Beauty, One Little Goat, History Is Bunk.