02. A Good Man Is Easy To Kill
Bill Evans: Moog, backing vocals.
Miles Kurosky: Lead vocals, backing vocals.
Steve LaFollette: Bass guitar, acoustic guitar, Hammond organ, piano, Casio, Mellotron, backing vocals.
Pat Noel: Electric guitar, backing vocals.
Bill Swan: Trumpets, electric guitar, harp, tubular bells, percussion, backing vocals.

Andrew Borger: Drums.
Wallace Harvey: 1st Violin.
Jason Kleinberg: Viola.
Anne Mellinger: 2nd Violin.
Margaret Moore: Flute.

03. What Will You Do When Your Suntan Fades
Bill Evans: Piano.
Miles Kurosky: Lead vocals, tambourine, backing vocals.
Steve LaFollette: Hammond organ, Vox organ, piano, vibraslap.
Pat Noel: Rhodes piano, Air organ.
Bill Swan: Trumpets, acoustic and electric guitar, bongos, Vox bells, backing vocals.

Andrew Borger: Drums.
Eli Crews: Upright bass.
Margaret Moore: Backing vocals.

04. Gene Autry
Bill Evans: Acoustic guitar, backing vocals.
Miles Kurosky: Lead vocals, backing vocals, electric guitar, piano.
Steve LaFollette: Bass guitar, Mellotron, piano, backing vocals.
Pat Noel: Electric and acoustic guitar, piano, Hammond organ, backing vocals.
Steve St. Cin: Backing vocals.
Dan Sullivan: Drums.
Bill Swan: Electric and acoustic guitar, 2nd trumpet, tubular bells, timpani, backing vocals.

Jason Kleinberg: Viola.
John Peters: 1st Trumpet.
Ben Riseling: Tenor Saxophone.

05. Silver Lining
Bill Evans: Electric guitar.
Miles Kurosky: Lead vocals, electric guitar.
Steve LaFollette: Fuzz bass, bass, electric guitar, hand claps.
Pat Noel: Electric guitar, grand piano.
Steve St. Cin: Hand claps.
Dan Sullivan: Drums.
Bill Swan: Trumpets, backing vocals, guitar noise.

06. Popular Mechanics For Lovers
Bill Evans: Backing vocals.
Miles Kurosky: Lead vocals.
Steve LaFollette: Bass guitar, piano, backing vocals.
Pat Noel: Electric guitar, Mellotron, Moog, backing vocals.
Steve St. Cin: Backing vocals.
Dan Sullivan: Drums.
Bill Swan: Acoustic and electric guitar, piano, Mellotron, shaker, backing vocals.

Ben Riseling: Tenor saxophone.
Stan Tangeman: Pedal steel.

08. Hey Brother
Bill Evans: Rhodes piano, Mellotron, backing vocals.
Miles Kurosky: Lead vocals, electric guitar.
Steve LaFollette: Bass guitar, electric guitar, piano, Hammond organ, Mellotron.
Pat Noel: Electric guitar, mini-vibes.
Bill Swan: Trumpets, piano, Mellotron, backing vocals.

Andrew Borger: Drums.
Tommy Casey: Vibraphone.
Roger Moutenot: 12-String electric guitar.

09. I'll Be Your Lampshade
Bill Evans: Piano, harmonica.
Miles Kurosky: Lead and backing vocals, electric guitar.
Steve LaFollette: Bass guitar, Hammond organ, piano.
Pat Noel: Rhodes piano.
Dan Sullivan: Drums, percusssion, xylophone.
Bill Swan: Trumpets, acoustic guitar, fake vibes, mandolin, lead and backing vocals.

Andrew Borger: Saw.
Garth Klippert: Accordion.

10. Cruel Minor Change
Bill Evans: Moog.
Miles Kurosky: Lead Vocals, electric guitar.
Steve LaFollette: Bass guitar, Vox organ, distorted organ, backing vocals.
Pat Noel: Ibanez Destroyer II guitar, backing vocals.
Dan Sullivan: Drums, finger chimes, backing vocals.
Bill Swan: Electric guitar, piano, tambourine, backing vocals.

Cristof Certik: Tamboura.
Dan Joseph: Hammer Dulcimer.
John Vanderslice: Moog.

11. Burned By The Sun
Bill Evans: Electric guitar, backing vocals.
Miles Kurosky: Lead and backing vocals.
Steve LaFollette: Bass guitar, piano, jew's harp.
Pat Noel: Electric guitar, electric harpsichord, air organ.
Steve St. Cin: Drums.
Bill Swan: Lead and backing vocals, acoustic guitar, shaker, tambourine.

Carlos Forster: Backing vocals.

12. Night Is The Day Turned Inside Out
Bill Evans: Moog, electric guitar, backing vocals.
Miles Kurosky: Lead vocals, electric guitar, backing vocals.
Steve LaFollette: Bass guitar, piano, Hammond organ, Mellotron, electric guitar.
Pat Noel: Electric guitar, Casio.
Bill Swan: Trumpets, electric guitar, backing vocals.