bass Jack Casady
bass, percussion, vocals Ann McNamee
drums Jay Bellerose
guitar, bass, vocals G.E. Smith
guitar, bass, vocals Roger McNamee
guitar, bass, vocals, pedal steel guitar Barry Sless
keyboards, bass, accordion, vocals Pete Sears
producer, guitar T-Bone Burnett
DVD contains audio of entire album plus 2 videos (Tell Me It's Okay/Whiter Shade Of Pale)