all words and music by Dennis Young
except "Signal Up Ahead" and "Incandescence", words by Sal Principato

produced by Dennis Young

recorded at home studio, Edison, New Jersey
additional recording at Retromedia Studio, Red Bank, New Jersey
mixed by John Noll and Dennis Young at Retromedia Studios, Red Bank, New Jersey

mastered by John Noll at Retromedia Studios, Red Bank, New Jersey
graphic design and photography by Henry Warwick

"Falling"
Gerry Carboy - electric bass guitar
Brian Van Korn - djembe, e-bowed electric guitar
Dennis Young - log drum, bongos, marimba, assorted cymbals, Korg Karma, vocals

"Beautiful Dream"
David Axelrod - electric bass guitar
Jon Francis - electric bowed banjolin, bowed phono violin, effects
Dennis Young - drum kit, talking drum, log drum, conga, kalimba, acoustic guitar, Korg Karma, vocals

"Signal Up Ahead"
David Axelrod - electric bass guitar
Gerry Carboy - electric bass guitar
Jon Francis - effects
Jeff Kalmar - electric guitar
Sal Principato - lead vocals
Dennis Young - Roland MC505, drum kit, bongos, marimba, alarm bell, harmonica, backing vocals

"Primitive Substance"
Gerry Carboy - electric bass guitar
Michael Gribbrook - trumpet, flugel horn
Dennis Young - drum kit, kalimba, conga, agog bells, Korg Karma

"Games of the Heart"
David Axelrod - electric bass guitar
Jeff Kalmer - electric guitar
Brian Van Korn - Roland Handsonic drums
Dennis Young - Roland MC505, roto toms, talking drum, cowbell, maracas, assorted cymbals, vocals

"Dreaming of Miles"
Gerry Carboy - electric bass guitar
Michael Gribbrook - trumpet, muted trumpet
Dennis Young - drum kit, conga, talking drum, marimba, maracas, triangle, Korg Karma

"No Control"
Gerry Carboy - electric bass guitar
Jeff Kalmar - electric violin
Dennis Young - log drum, parlor drum, marimba, grand piano, Korg Karma, vocals

"Incandescence"
Gerry Carboy - electric bass guitar
Jon Francis - electric bowed banjolin
Michael Gribbrook - trumpet, muted trumpet
Sal Principato - vocals
Dennis Young - drum kit, marimba, assorted cymbals, Korg Karma

"Future Shock"
Mary Feaster - electric bass guitar
Jeff Kalmar - electric guitar
Dennis Young - drum kit, talking drum, conga, table, assorted cymbals, Korg Karma, vocals

"Dervish Delight"
David Axelrod - electric bass guitar
Gerry Carboy - electric bass guitar
Michael Gribbrook - trumpet
Jeff Kalmar - electric guitar
Brian Van Korn - djembe
Dennis Young - Roland MC505, drum kit, talking drum, conga, shakers, Hammond organ

"Forgiveness"
David Axelrod - electric bass guitar
Brian Van Korg - djembe
Dennis Young - Roland MC505, Kong Karma, marimba, vocals

"Feels Good"
Gerry Carboy - electric bass guitar
Michael Gribbrook - trumpet
Dennis Young - drum kit, timbales, talking drum, bongos, marimba, maracas, cowbell, Korg Karma, vocals