- Ian Carr ( trumpet, flugelhorn )
- Brian Smith ( saxophone, flute )
- Allan Holdsworth ( guitar )
- Dave MacRae ( E-piano )
- Roy Babbington ( bass )
- Clive Thacker ( drums, percussion )
- Gordon Beck ( E-piano (1, 4, 5) )
- Trevor Tomkins ( percussion (1, 3, 4) )