Russell Mael - vocals
Ron Mael - keyboards
Bob Haag - guitars
Leslie Bohem - bass
David Kendrick - drums
James Goodwin - keyboards
Jane Wiedlin - guest vocals on "Cool Places" and "Lucky Me - Lucky You"
Dan Lacksman - engineer
Brian Reeves - mixing - engineer
Marc Moulin - album coordination
Larry Vigon - art direction and design
Jim Shea - photography