Frank Zappa (guitar, vocals, percussion)
Ray Collins (vocals)
Jimmy Carl Black (drums)
Roy Estrada (electric bass)
Don Preston (electric piano)
Billy Mundi (drums)
Bunk Gardner (piccolo, flute, clarinet, bass clarinet, soprano saxophone, alto saxophone, tenor saxophone, bassoon)
Ian Underwood (electric organ, piano, harpsichord, celeste, flute, clarinet, alto saxophone, baritone saxophone)
Arthur Tripp (drums, timpani, vibes, marimba, xylophone, wood blocks, bells, small chimes)
Motorhead Sherwood (tenor saxophone, tambourine)
Ruth Komanoff (marimba, vibes)

Ian:
My name is Ian Underwood
And I am straight member of the group
( Wowie Zowie)
One month ago I heard The Mothers of Invention at the theater
I heard them on two ocassions
And at the second ocassion
I went up to Jim Black
And I said I like your music,
I'd like to come down to play with you.
Two days later I came up to the recording session
And Frank Zappa was sitting at the control room
I walk up and said
How'd you do, my name is Ian Underwood and I like you music
And I like to play with your group.
Frank Zappa says
What can you do is fantastic
I say I can play alto saxphone and piano
And he said
All right, whip it out....