Worth Proffitt - drums, percussion, trombone, diddley bow, whistles
Tim Reynolds - electric guitar, effects, percussion
Michael Sokolowski - piano, synth, bells, electric violin, percussion

Impeccably mastered by Greg Howard

"The formidable trio of improvisational instrumentalists Worth Proffit, Tim Reynolds, and Michael Sokolowski are part ambient, part avant-garde, yet wholly and definitively jazz."

— Lindsay Planer, All Music Guide, 2004

01 - It Started When You Walked Into the Room
02 - Coahoma
03 - Up, Periscope
04 - Are We There Yet?
05 - Supercollider
06 - Below Sea Level
07 - Sunspot
08 - Radio Spacecraft
09 - Hush A Boom