Without a full-time band, Watt recruited a wide variety of friends and fellow travelers to participate in the recording of the album. These included fellow SST Records alumni like former Black Flag vocalist Henry Rollins, members of Sonic Youth, Curt and Cris Kirkwood of the Meat Puppets, former Saccharine Trust guitarist Joe Baiza, Dinosaur Jr's J Mascis, and former SST house producer Spot, as well as members of bands who had either toured with and/or been influenced by the Minutemen and Firehose, including Pearl Jam's Eddie Vedder, Nirvana's Krist Novoselic and Dave Grohl (making their first recorded appearance on a record since Kurt Cobain's death), Jane's Addiction and Porno for Pyros drummer Stephen Perkins, Red Hot Chili Peppers's Flea, Bikini Kill's Kathleen Hanna, Soul Asylum's Dave Pirner, former Germs and Nirvana guitarist Pat Smear, former Pixies singer Frank Black, former Screamers and Twisted Roots keyboardist Paul Roessler (who was also Watt's brother-in-law), The Lemonheads frontman Evan Dando, The Circle Jerks' Zander Schloss, former Screaming Trees vocalist Mark Lanegan and guitarist Gary Lee Conner, jazz/punk guitarist Nels Cline and his drummer Michael Preussner, that dog's Petra and Rachel Haden and Anna Waronker and Mike D and Ad-Rock of the Beastie Boys. Also participating on the album were Parliament/Funkadelic organist Bernie Worrell, Carla Bozulich of the Geraldine Fibbers, Vince Meghrouni and Tony Atherton from the jazz band Bazooka and Bruce Hornsby drummer John Molo.