Kerry Brown : vocals / guitar / keyboards

Toby Davis : drums / percussion

Joe Holmesly : vocals / guitar / keyboards / flute / sax

Lee Martin : guitar / keyboards

Jeff Stocki : bass / ( guitars on "In the City")

(Ted Sweeny : bass on "Cost of Living")

featuring Robbie Kreiger (of  The Doors) : guitar solo on "Drive Song"

Dorian Gray : cello

The album was recorded in 1984 in Venice Beach, California at Mad Dog Studios

Engineered by Mark Avnet

I have also included "Obscene Phone Call" from the EP they recorded before I joined the band.

Four live cuts were taken from the final Fitzgerald's show.