kgmr (pianos), Jon Mendez (drums), Bob Read (guitar, bass, drums, violin), John Schurman (trumpet), and David Walsh (guitar, bass).
All songs recorded in a basement and dining room in Portland, OR.
Instrumentation on most songs consists of piano or Fender Rhodes electric piano, drums, guitar, and bass. Some songs also include trumpet.
Two songs, "like Honey said" and "the stars were there too" are acoustic piano and trumpet.
Four songs, "flutter", "thinking then feeling", "overhead", and "rotavirus", are electronic compositions.
"When the moon turns red with blood" is a spin-off of "When the Saints Go Marching In".
"Two minutes in the closet" was inspired by classical composer Witold Lutoslawski. In each measure of the middle section, players are given a selection of notes. They can choose which notes to play and how to play them.