- Captain Beefheart (aka Don Van Vliet) ( vocals, guitar, harmonica )
- Eric Drew Feldman ( synthesizer, bass, keyboards )
- Bruce Fowler ( bass, trombone )
- Richard Redus ( bass, guitar, accordion )
- Jeff Moris Tepper ( guitar )
- Art Tripp (aka Ed Marimba) ( drums, percussion, keyboards, marimba )
- Robert Pete Williams ( drums )