- "Lights Out" (Don Covay, Wolf) – 4:27
- "I Need You Tonight" (Peter Bliss, Wolf) – 3:39
- "Oo-Ee-Diddley-Bop!" (Michael Jonzun, Wolf, Gordon Worthy) – 4:13
- "Gloomy Sunday" (László Jávor, Sam M. Lewis, Rezső Seress) – 3:37
- "Baby Please Don't Let Me Go" (Michael Jonzun, Maurice Starr, Wolf) – 4:02
- "Crazy" (Michael Jonzun, Wolf) – 3:49
- "Poor Girl's Heart" (Michael Jonzun, Wolf) – 3:04
- "Here Comes That Hurt" (Michael Jonzun, Wolf) – 3:14
- "Pretty Lady" (Michael Jonzun, Wolf) – 3:44
- "Mars Needs Women" (Michael Jonzun, Wolf) – 2:41
- "Billy Bigtime" (Michael Jonzun, Tim Mayer, Wolf) – 4:40
- Peter Wolf – congas, vocals, backing vocals
- Robin Beck – backing vocals on "Lights Out"
- Adrian Belew – guitar
- Peter Bliss – guitar, backing vocals
- Tony "Rocks" Cowan – guitar
- Alan Dawson – percussion
- Elliot Easton – guitar
- Eddie Gorodetsky – narrator on "Mars Needs Women"
- Yogi Horton – percussion
- Mick Jagger – backing vocals on "Pretty Lady"
- Michael Jonzun – bass, flute, guitar, percussion, congas, horn, keyboards, backing vocals
- Will Lee – bass, vocals, backing vocals
- Leon Mobley – conductor, congas
- P-Funk Horns – horn section
- Rick "Rice" Peppers – guitar
- Elliott Randall – guitar
- Randy Roos – guitar
- G. E. Smith – guitar on "Pretty Lady"
- Maurice Starr – bass, guitar, backing vocals
- Ed Stasium – guitar, percussion
- Rusty "The Toe-Jammer" Pendleton – scratches on "Oo-Ee-Diddley-Bop"
- Skeeter Singletary – scratches on "Oo-Ee-Diddley-Bop"
- Gordon Worthy – bass, conga, keyboard, backing vocals
Technical personnel
- Producers: Peter Wolf, Michael Jonzun
- Engineer: Ed Stasium
- Mixing assistant: Billy Miranda
- Studio assistants: Sidney Burton, Calvin Johnson, Tom Moore
- Assistant: Gordon Worthy
- Arrangers: Peter Wolf, Michael Jonzun
- Art direction: Carin Goldberg, Henry Marquez
- Design: Carin Goldberg, Henry Marquez
- Logo design: Michael Diehl
- Photography: Carol Friedman, Ron Pownall
- Cover photo: Chris Callis