01. Frownland 1:41
02. The Dust Blows Forward And The Dust Blows Back 1:53
03. Dachau Blues 2:22
04. Ella Guru 2:27
05. Hair Pie: Bake 1 4:59
06. Moonlight On Vermont 3:59
07. Pachuco Cadaver 4:40
08. Bill's Corpse 1:49
09. Sweet Sweet Bulbs 2:21
10. Neon Meate Dream Of A Octafish 2:26
11. China Pig 4:03
12. My Human Gets Me Blues 2:47
13. Dali's Car 1:27
14. Hair Pie: Bake 2 2:24
15. Pena 2:34
16. Well 2:08
17. When Big Joan Sets Up 5:18
18. Fallin' Ditch 2:08
19. Sugar 'N Spikes 2:30
20. Ant Man Bee 3:57
21. Orange Claw Hammer 3:35
22. Wild Life 3:10
23. She's Too Much For My Mirror 1:41
24. Hobo Chang Ba 2:02
25. The Blimp (mousetrapreplica) 2:05
26. Steal Softly Thru Snow 2:19
27. Old Fart At Play 1:51
28. Veteran's Day Poppy 4:32
Don Van Vliet (Captain Beefheart) – vocals, tenor saxophone, soprano saxophone, bass clarinet, musette, simran horn, hunting horn, jingle bells
The Magic Band
Bill Harkleroad (Zoot Horn Rollo) – "Glass Finger Guitar" (slide guitar using a glass slide), flute
Jeff Cotton (Antennae Jimmy Semens) – "Steel Appendage Guitar" (slide guitar using a metal slide), vocals on "Pena" and "The Blimp"
Victor Hayden (The Mascara Snake) – bass clarinet, additional vocals
Mark Boston (Rockette Morton) – bass guitar, narration on "Neon Meate Dream Of A Octafish" and "Old Fart At Play"
John French (Drumbo) – drums, percussion (uncredited on the original release)
Additional musicians
Doug Moon – guitar on "China Pig"
Gary "Magic" Marker – bass guitar on "Moonlight on Vermont", "Veteran's Day Poppy" (uncredited)
Frank Zappa – voice (not vocals) on "Ella Guru", "The Blimp", and "She's Too Much For My Mirror"
Roy Estrada – bass guitar on "The Blimp" (uncredited)
Arthur Tripp III – drums & percussion on "The Blimp" (uncredited)
Don Preston – piano on "The Blimp" (uncredited)
Ian Underwood and Bunk Gardner – alto and tenor saxophones on "The Blimp" (uncredited)
Buzz Gardner – trumpet on "The Blimp" (uncredited)
