Frank Zappa - Lead Guitar, Vocals
George Duke - Keyboards, Synthesiser, Vocals
Tom Fowler - Bass
Rith Underwood - Percussion
Jeff Simmons - Rhythm Guitar, Vocals
Don Preston - Synthesiser
Bruce Fowler - Trombone, Dancing
Walt Fowler - Trumpet

Napoleon Murphy Brock - Tenor Sax, Flute, Lead Vocals
Ralph Humphrey - Drums
Chester Thompson - Drums,
Debbi, Lynn, Ruben, George & Fraggy - Additional Backing Vocals on "Cheepnis"

All selections written by Frank Zappa except "Dummy Up" which is written by Zappa, Simmons and Brock
Most of the material in this double set was recorded Dec.10, 11 & 12, 1973, at the Roxy, Hollywood
Other portions were extracted from road tapes (4 track 15-ips masters) of show no 2, Mothers Day, 1974 at the Auditorium Theater in Chicago, and the recent gymnasium extravaganza at Edinboro State College, Edinboro, Pennsylvania, May 8, 1974. Some of the material has been overdubbed (Bolic Studios Paramount Studios, Hollywood), but all basic track are lived. The Roxy remote recording was done by Wally Heider (16-track, 30-ips) engineered by Kerry McNab (who also is responsible for the remix on the whole album). The engineer for the road tapes was Bill Hennigh. None of the road material has been overdubbed.

Produced by Frank Zappa
Design & Graphics by Cal Schenkel
Cover Photography by Sherwin Tilton
Liner Photography by Scherwin Tilton,
Coy Featherston & Steve Magedoff
Mastered at Artisan Recorders, Hollywood
Discreation: Herb Cohen