Eric Johnson – lead vocals (tracks 3, 4, 7, 10), guitar, piano, electric sitar,
arrangement, engineering, production
Jody Lazo – vocals (tracks 7, 10)
Steven Hennig – guitar (track 5)
Steve Barber – keyboard, synthesizer, arrangement
Tommy Taylor – drums (tracks 1–7, 9–11), percussion (tracks 4, 7, 10), arrangement
Paul Bissell – percussion (track 1)
James Fenner – percussion (tracks 10, 11)
Roscoe Beck – bass (tracks 1, 3, 7, 9, 10), arrangement
Kyle Brock – bass (tracks 2–6, 11), arrangement
Reggie Witty – bass (track 7), arrangement
Wee Willie – harmonica (track 9)
Recorded March 1988 – June 1989
Studio Riverside Sound, Arlyn Studios, and Saucer One Studio in Austin, Texas; Studio Seven