Joseph Mancuso: vocals, acoustic guitars, piano, electric rhythm guitar
Markus Nee: electric bass, vocals, electric lead guitar
Christine Kapusky: flute, vocals, violin
Tom Sharpe: drum kit, cymbals, doumbeck, shakers, gongs, bells, the big purple drum
"Owl" DiBlassio: congas, percussion
Piano on "Ode To The Rain" recorded by Matthew Salter at Solid Sound, Ann Arbor, Michigan.
All other tracks recorded by Joseph Mancuso and Markus Nee at Perfect Balance Studio, Ann Arbor, Michigan.
Mixed by Joseph Mancuso at Perfect Balance, Ann Arbor, Michigan.
Mastered by Rob Martens at Solid Sound, Ann Arbor, Michigan.
Cover by Mike Tanner and Joseph Mancuso, World Class Tapes, Ann Arbor, Michigan.