- Science Faxtion
- Bootsy Collins – bass, guitar, drums, keyboards, synthesizer, vocals, programming, production, engineering
- Greg Hampton – vocals, guitars, production
- Buckethead – guitars
- Bryan "Brain" Mantia – drums, programming
- Tobe "Tobotius" Donohue – turntables, programming
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- Guest musicians
- Chuck D – vocals on "What It Is"
- Keith Cheatham – guitar
- Chris Collier – drums
- Steve Ferlazzo – synthesizer, piano, keyboards, vocals
- Kyle Jason – vocals
- Morris Mingo – keyboards
- Paul Patterson – strings
- Susan Peterson – strings
- Bernie Worrell – synthesizer, keyboards
- Brian Hardgroove – bass, drums, vocals, programming, engineering
- Dan Monti – bass, programming, engineering
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- Additional personnel
- Jeremy Mackenzie – engineering, digital editing
- Don Woods – engineering
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