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- Paul Gilbert – vocals and guitars
- Tony Spinner – guitars and backing vocals
- Scotty Johnson – guitars, keyboards and organ
- Mike Szuter – bass guitar and backing vocals
- Jeff Martin – drums, percussion and backing vocals
- Jimi Kidd – guitar (Track 13)
- Hang Xiang – the Koto Girl
- Jeff Scott Soto – extra shouts (Track 3)
- Kate Gilbert – extra shouts (Track 7)
- Julian Quayle – Space Pilot on (Track 9)
- James Chiang – Robot on (Track 9)
- Emi Gilbert-Koto(Track 10)
- "Better Chords" – 1:03
- "Individually Twisted" – 4:05
- "Cut, Cut, Cut" – 3:22
- "Alligator Farm" – 3:42
- "Attitude Boy Will Overcome" – 4:03
- "2 Become 1" – 5:16 (Richard Stannard/Matt Rowe/Spice Girls)
- "Lancelot Link" – 0:35
- "Rosalinda Told Me" – 3:57
- "Let the Computer Decide" (Instrumental) – 3:58
- "Koto Girl" – 3:35
- "Dreamed Victoria" – 4:23
- "Six Billion People" – 1:38
- "Ballad of the Last Lions" – 9:31 (Jimi Kidd)
- "Whole Lotta Sonata" (Instrumental) – 3:33 (Wolfgang Amadeus Mozart)
- Track 6 originally recorded by the Spice Girls.
- Track 14 arranged by Paul Gilbert.
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