This 1992 release features Holdsworth in conversation with usual compatriots Jimmy Johnson, Chad Wackerman, and Gary Husband. Keyboards are provided not only by Steve Hunt, but also by both Wackerman and Husband. Husband in particular demonstrates that his facility on the keyboards is equal to his skill on the drums.
- Allan Holdsworth – electric guitar, SynthAxe, production
- Naomi Star – vocals
- Steve Hunt – keyboard (tracks 1–2, 4–5)
- Gordon Beck – keyboard (tracks 9–11)
- Chad Wackerman – drums (tracks 1, 3, 5, 7, 9–11), keyboard (track 7)
- Gary Husband – drums (tracks 2, 4), keyboard (track 3)
- Vinnie Colaiuta – drums (track 6)
- Jimmy Johnson – bass guitar
- Joel Schnebelt – spoken vocals