Page McConnell: pianos, organ, vocals
Trey Anastasio: guitars, vocals
Jon "Greasy Fizeek" Fishman: drums, "Shirley Temple"
Mike Gordon: electric and upright basses, mandolin, vocals

Produced by Paul Fox
Recorded and Mixed by Ed Thacker
Assistant Engineers: Matt Westfield, Danny Alonso
Technical Assistance: Paul Languedoc, Paul Mitchell, Dave Lawler
Recorded at American Recording Co., Woodland Hills, CA Oct./Nov. 1993
Mixed at Can-Am Studios, Tarzana, CA Dec. 1993
Mastered by Stephen Marcussen at Precision Mastering, Los Angeles, CA

Management: John Paluska, Dionysian Productions
Assisted by Shelly Culbertson

Additional Musicions
Morgan Fichter: Violin on Lifeboy
Alison Krauss: additional vocals on If I Could
Rickey Grundy Chorale: backing vocals on Julius
Rose Stone & Jean McClain: backing vocals on Julius, Down With Disease
Tower of Power Horn Section: horns on Julius, Wolfman's Brother
Jonathan Frakes: trombone on Riker's Mailbox
Béla Fleck: banjo on Riker's Mailbox, Lifeboy, Scent of a Mule
The Richard Greene Fourteen: strings on If I Could

Rickey Grundy Chorale:
Rickey Grundy - Conductor
Trelawney McLaurin
Beverly Witherspoon
Theodore Trent III
Bernetta Thomas
Angela Brown
Hosea Belcher

Tower of Power Horn Section:
Greg Adams (flugelhorn)
Lee Thornburg (trumpet, trombone)
Stephen "Doc" Kupka (baritone sax)
David Mann (alto sax)
Emilio Catillo (tenor sax)

Horns arranged by Greg Adams

Thank You:
Suzanne Rowen, Nancy Jeffries and everyone at Elektra, Chip Hooper and everyone at Monterey Peninsula Artists, Burton Goldstein, Jay Fialkov, Amy & Maggie, John Boutin, Bill & Richie, Dave Kennedy, Lillian Wolfson, Andy Brauer Studio Rentals, Cynthia Brown, and special thanks to everyone on the road crew

Art Direction and design: JoDee Stringham
Photography: Michael Llewellyn
Styling: Carter Bradley
Project Coordinator: Carrie McConkey for The Marsha Burns Co.

Tower of Power Horn Section appears courtesy of Epic Records
Alison Krauss appears courtesy of Rounder Records
Béla Fleck appears courtesy of Warner Bros. Records
The Rickey Grundy Chorale appears courtesy of Truth Records