- Jon Kanis: Lead vocals
- "A Pair of Opposites"
- J.K.: Acoustic and Electric Guitars, Percussion, Vocals
- Mike Keneally: Lead Guitar, Electric Piano, Hammond B3 Organ, Squall on "Tim"
- Mike Draper: Electric Guitar, Lead Guitar on "Tim"
- John Lang: Electric Bass Guitar, Upright Acoustic Bass on "That"
- Bill Ray: Drums
- Cecilia Kim: Cello on "That"
- Bob Tedde: Background Vocals on "Everything Remains"
- "Walk Without Me"
- Steve Kobashigawa: Bass and Harmony Vocal on "Think it Over"
- Darian Sahanaja: Keyboards, Drums, Background Vocals on "Arlington"
- Nick Walusko: Guitars, Drums, Background Vocals on "Arlington"
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