- Don Van Vliet (Captain Beefheart) ( vocals, harmonica, Soprano saxophone, chinese gongs, prop horn )
- Jeff Moris Tepper ( white jew, guitar, slide-guitar, steel-appendage guitar, acoustic guitar )
- Gary Lucas ( guitar, steel-appendage guitar, glass finger guitar, national steel dualion )
- Richard Snyder ( bass guitar, marimba, viola )
- Cliff Martinez ( drums, percussion, shake bouquet, glass washboard, metal drums )
oraz:
- Eric Drew Feldman ( Rhodes piano, synthesized bass )