EUGENE CHADBOURNE  voice, guitars, banjo, bass banjo,  prepared piano,  percussion, personal effects
JIMMY CARL BLACK  voice, drums

on Booglarize:
LESLIE ROSS, bassoon
ASHWIN BATISH,  sitar
CHRIS TURNER, harmonica
BRIAN RITCHIE, didjiridoo

on Pachuco Cadaver:

MOLLY CHADBOURNE,  vocal
RIK RUE,  tapes
RICARDO SHIELDS,  guitar
PABLO DE ROSA,  transverse flute

These two wigged-out, gifted artists bring their own distinct interpretations to Captain Beefheart’s incredible work. There’s "Dropout Boogie" as a flat-out bottleneck rocker, a bluegrass version of "Sure Nuff ’N’ Yes I Do", a country blues twist on "Willie the Pimp" and a mutant jazzrock vision of "Buggy Boogie Woogie." Plenty of non-linear stuff too, as in thrashing drums, blatting saxophone and according to one reviewer "the entire Count Basie Orchestra guesting on triangle." Even young Molly Chadbourne gets her moment of FAme by reciting Beefheart lyrics in her best Southern voice. Entertaining comix included as well, written by Eugene. "Liner notes are too boring, " explained Eugene.

Contains a 24 page booklet recalling some of Jimmy Carl Black's recollections of working with Beefheart and Zappa.