•
Matthew Sweet – vocals, guitars, bass (1–11, 13–15),
theremin (2, 12), synthesizers (4, 6–8), acoustic piano (6), keyboards (12, 15) •
Brendan O'Brien – acoustic piano (1, 7), keyboards (2, 11, 14, 15), synthesizers (3, 4),
E-bow guitar (4),
Mellotron (5, 10), guitars (5, 8, 13),
electric harpsichord (6), drums (6),
organ (13) •
Tony Marsico – bass (12) • Ric Menck – drums (1, 4, 7, 9, 15) •
Stuart Johnson – drums (2, 3, 5, 8, 10–14)
Production • Brendan O'Brien – producer, mixing • Matthew Sweet – producer, arrangements • Nick DiDia – engineer (1–11, 13–15) • Caram Costanzo – second engineer (1–11, 13–15) • David Schiffman – recording (12) • Larry Malchose – recording assistant (12) •
Bob Ludwig – mastering at Gateway Mastering (Portland, Maine) • Stephanie Hughes – project coordinator • Martyn Dean – design • Roger Dean – lettering • Jeff Bender – photography •
NASA/
JPL – Mars photography • Russell Carter and Cathy Lyons – management ==Charts==