Derek Sherinian - all keyboards
Zakk Wylde - guitar on tracks 2, 4, and 8 Steve Lukather - guitar on tracks 1, 3, 5, 6, 8, 9, and 10
Simon Phillips - drums
Jerry Goodman - electric violin on tracks 1 and 7
Tom Kennedy - bass on tracks 1, 6, and 10
Tony Franklin - bass on tracks 2, 3, 4, and 8
Jimmy Johnson - bass on tracks 5 and 7
"Inertia" – 4:37 (Sherinian/Phillips)
"Frankenstein" – 3:31 (Edgar Winter cover)
"Mata Hari" – 6:33 (Sherinian/Phillips/Franklin)
"Evel Kneivel" – 4:22 (Sherinian)
"La Pera Loca" – 5:04 (Sherinian/Phillips)
"Goodbye Porkpie Hat" – 6:44 (Charles Mingus cover)
"Astroglide" – 4:35 (Phillips/Sherinian)
"What a Shame" – 5:07 (Sherinian/Pitrelli)
"Rhapsody Intro" – 1:41 (Sherinian/Donati)
"Rhapsody in Black" – 6:20 (Donati/Sherinian)
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