Bass – Louis Costantino
Cover [Album Cover Concept] – String Cheese
Drums – John Maggi
Electric Guitar, Guitar [Classical], Sitar [Electric], Celesta, Piano, Organ, Harpsichord – William Dalton
Engineer – Rik Pekkonen
Engineer [Recording] – Richie Schmitt*
Management – Hard Cheese Management
Producer – James Lee Golden*
Producer, Arranged By [Orchestra], Conductor – Barry Alan Fasman*
Twelve-String Guitar, Vocals, Other [Buffoon Solo] – Lawrence W. Wendelken
Violin [Electric] – Gregory Bloch
Vocals – Sally Smaller
Written By – Scott (tracks: A3, A4b, B3)
Written-By – Wendelken* (tracks: A1 to B4), W. Dalton* (tracks: B5)