Don Byron: tenor sax, clarinet (3), bass clarinet (11)

David Gilmore: guitar

George Colligan: Hammond B3 organ

Brad Jones: bass

Rodney Holmes: drums, tambourine

Curtis Fowlkes: trombone (6, 11)

Chris Thomas King: vocals (3, 6, 9, 11), guitar (3, 11)

Dean Bowman: vocals (1, 5, 6, 12)

Tracks:
1. Cleo's Mood 5:09
2. Aint That the Truth 4:39
3. Do the Boomerang 3:09
4. Mark Anthony Speaks 3:22
5. Shotgun 4:53
6. There It Is 7:21
7. Satan's Blues 5:20
8. Hewbie Steps Out 2:49
9. Puker Up, Buttercup 3:56
10. Tally-Ho 3:59
11. What Does It Take (to Win Your Love) 3:52
12. (I'm a) Roadrunner 2:56