Frank zappa (lead guitar, vocals)
Adrian belew (rhythm guitar, vocals)
Tommy mars (keyboards, vocals)
Peter wolf (keyboards)
Patrick o'hearn (bass, vocals)
Terry bozzio (drums, vocals)
Ed mann (percussion, vocals)
Napoleon murphy brock (background vocals)
Andre lewis (background vocals)
Randy thornton (background vocals)
Davey moire (background vocals) Why dontcha take it down the seashore, bernie?