Allan Holdsworth – guitar, production Paul Williams – vocals (track 2) Jack Bruce – vocals (tracks 5, 6) Chad Wackerman – drums Jeff Berlin – bass Joe Turano – background vocals Paul Korda – background vocals Jeremy Smith – engineering Jeff Silver – engineering Gary Skardina – engineering Robert Feist – engineering, mixing Mark Linett – mixing John Matousek – mastering Joan Parker – production coordination Ted Templeman – executive production Tom Voli – executive production (reissue) Eddie Jobson – executive production (reissue)
All songs written and composed by Allan Holdsworth.
1. "Three Sheets to the Wind" 4:14 2. "Road Games" 4:14 3. "Water on the Brain Pt. II" 2:49 4. "Tokyo Dream" 4:04 5. "Was There?" 4:09 6. "Material Real" 4:41