tim bowness - vocals, words
steven wilson - instruments, lead guitar (carolina skeletons, all the blue changes)

with:

michael bearpark - guitar (carolina skeletons, all the blue changes)
steve bingham - electric violin (counting, carolina skeletons, all the blue changes)
stephen bennett - keyboards (carolina skeletons, all the blue changes)
andrew booker - electronic drums (carolina skeletons, all the blue changes)
bruce kaphan - pedal steel guitar (wherever there is light)
pete morgan - bass guitar (carolina skeletons, all the blue changes)
theo travis – flute (wherever there is light)