The band's core lineup on the album consisted of vocalist/rhythm guitarist/frontman David Lowery, bassist Victor Krummenacher, lead guitarist Greg Lisher and drummer Chris Pedersen.

Most of the violin parts were played by Don Lax, who was hired only for recording sessions and was not a band member.

On the tour for the album, the band was also joined by steel guitarist/mandolinist/guitarist David Immerglück, a member of CVB's side project Monks of Doom.

Lowery has been quoted in interviews as saying that, although the entire band (save for Fichter) played on the basic tracks, Greg Lisher was the only other member to have contributed significantly to the album's recording, with most of the overdubbing and studio polishing having been done by Lowery, Lisher and producer Dennis Herring.

Lowery said in an interview that "All Her Favorite Fruit" was based on the romance between Jessica Swanlake and Roger Mexico from the Thomas Pynchon novel Gravity's Rainbow.