| JON BRION | electric piano, EMS Synthi, voice |
| WAYNE PEET | organ |
| JEREMY DRAKE | electric and acoustic guitars, banjo ukulele |
| GLENN TAYLOR | pedal steel guitar |
| DEVIN HOFF | contrabass, bass guitar |
| SCOTT AMENDOLA | drumset, percussion, loops/electronics |
| DANNY FRANKEL | percussion, 1/2 drumset |
| NELS CLINE | electric and acoustic guitars, effects, Megamouth, Quintronics Drum Buddy |
| ED RUSCHA | acrylic, oil, canvas, museam board paper, raw linen |