#2
* Frank Zappa – synthesizer, guitar, keyboards, vocals
* Paul Carman – alto saxophone, baritone saxophone, soprano saxophone
* Bruce Fowler – trombone
* Walt Fowler – synthesizer, trumpet, flugelhorn
* Mike Keneally – synthesizer, guitar, rhythm guitar, vocals
* Ed Mann – percussion, marimba, vibraphone, electronic percussion
* Bobby Martin – keyboards, saxophone, vocals
* Kurt McGettrick – saxophone, baritone saxophone, E flat clarinet
* Scott Thunes – synthesizer, bass guitar, electric bass, vocals, Minimoog
* Chad Wackerman – drums, vocals, electronic percussion
* Ray White – guitar
* Ike Willis – synthesizer, guitar, rhythm guitar, vocals
* Albert Wing – tenor saxophone