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David Gray - vocals, guitar, piano, harmonium, Wurlitzer, suitcase organ
Keith Prior - drums, percussion
Robbie Malone - bass, acoustic and electric guitar, bouzouki, harmonium, backing vocals
Neill MacColl - acoustic and electric guitars, backing vocals
James Hallawell - piano on "Davey Jones' Locker"
Iestyn Polson - programming on "Holding On" and bass piano on "Foundling"
Caroline Dale - cellos on "Forgetting"
Felim Gormley - saxophone on "Foundling" and "We Can Fall in Love Again"
Andy Warrington - hurdy gurdy on "In God's Name"
Tim Bradshaw - guitar on "A New Day at Midnight"
Dave Nolte - keyboards on "A New Day at Midnight"