- Captain Beefheart (aka Don Van Vliet) ( vocals, guitar, harmonica )
- Andy DiMartino ( guitar )
- Mark Marcellino ( keyboards )
- Alex St Clair ( guitar )
- Rockette Morton (aka Mark Boston) ( bass, guitar )
- Del Simmons ( flute, Tenor saxophone )
- Art Tripp (aka Ed Marimba) ( drums, percussion, keyboards )
- Zoot Horn Rollo (aka Bill Harkleroad) ( guitar )