The album consists largely of instrumentals. Besides many of Zappa's own compositions, there are also some arrangements of Igor Stravinsky and Béla Bartók themes by his bassist, Scott Thunes. The album showcases Mike Keneally on guitar and keyboards. The drummer is Chad Wackerman, a highly regarded musician in the jazz world (he has frequently played with jazz guitarist Allan Holdsworth). A notable contribution to the mix is made by the brass section of the group: Walt Fowler (trumpet), Bruce Fowler (trombone), and saxophonists Paul Carman, Albert Wing and Kurt McGettrick. Ike Willis plays guitar and sings, along with keyboardist Bobby Martin. Ed Mann provides all the percussion and various other sounds, complementing the addition of the Synclavier, which Zappa brought on tour for the first time. In the liner notes, Zappa states that the album features no overdubs.