Track listing

1. "Starborne" (Kit Watkins
   Kit Watkins
   Kit Watkins is an American progressive-ambient-jazz recording artist based in Brattleboro, Vermont. He was previously a member of the band Happy the Man.-Beginnings:...
   
   ) – 4:22
2. "Stumpy Meets The Firecracker In Stencil Forest" (Stanley Whitaker) – 4:16
3. "Upon The Rainbow (Befrost)" (Watkins, Frank Wyatt
   Frank Wyatt
   Frank Wyatt was an English actor, singer, theatre manager and playwright.In a two-decade career on stage, Wyatt is best remembered for his roles with the D'Oyly Carte Opera Company from 1889 to 1891, and in particular for creating the role of the Duke of Plaza-Toro in Gilbert and Sullivan's hit...
   
   ) – 4:42
4. "Mr. Mirror's Reflections On Dreams" (Watkins) – 8:54
5. "Carousel" (Wyatt) – 4:06
6. "Knee Bitten Nymphs In Limbo" (Whitaker) – 5:22
7. "On Time As A Helix Of Precious Laughs" (Wyatt) – 5:22
8. "Hidden Moods" (Watkins) – 3:41
9. "New York Dream's Suite" (Wyatt) – 8:32

Personnel

• Mike Beck – percussion
• Rick Kennell – electric bass
  Electric Bass
  Electric bass can mean:*Electric upright bass, the electric version of a double bass*Electric bass guitar*Bass synthesizer*Big Mouth Billy Bass, a battery-powered singing fish...
  
  
• Stanley Whitaker – six and twelve string guitars
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  , lead vocals
• Frank Wyatt
  Frank Wyatt
  Frank Wyatt was an English actor, singer, theatre manager and playwright.In a two-decade career on stage, Wyatt is best remembered for his roles with the D'Oyly Carte Opera Company from 1889 to 1891, and in particular for creating the role of the Duke of Plaza-Toro in Gilbert and Sullivan's hit...
  
   – saxophone
  Saxophone
  The saxophone is a conical-bore transposing musical instrument that is a member of the woodwind family. Saxophones are usually made of brass and played with a single-reed mouthpiece similar to that of the clarinet. The saxophone was invented by the Belgian instrument maker Adolphe Sax in 1846...
  
  , flute
  Flute
  The flute is a musical instrument of the woodwind family. Unlike woodwind instruments with reeds, a flute is an aerophone or reedless wind instrument that produces its sound from the flow of air across an opening...
  
  , piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , keyboards
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  , vocals
• Kit Watkins
  Kit Watkins
  Kit Watkins is an American progressive-ambient-jazz recording artist based in Brattleboro, Vermont. He was previously a member of the band Happy the Man.-Beginnings:...
  
   – mini moog, acoustic piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , rhodes piano
  Rhodes piano
  The Rhodes piano is an electro-mechanical piano, invented by Harold Rhodes during the fifties and later manufactured in a number of models, first in collaboration with Fender and after 1965 by CBS....
  
  , arp string ensemble, Hammond B3, hohner clavinet, flute
  Flute
  The flute is a musical instrument of the woodwind family. Unlike woodwind instruments with reeds, a flute is an aerophone or reedless wind instrument that produces its sound from the flow of air across an opening...
  
  , marimba
  Marimba
  The marimba is a musical instrument in the percussion family. It consists of a set of wooden keys or bars with resonators. The bars are struck with mallets to produce musical tones. The keys are arranged as those of a piano, with the accidentals raised vertically and overlapping the natural keys ...
  
  

Road Crew

• Eric Smith – Road Manager
• Steven Meeks – Stage Lighting
• Kenny Baily – Stage Manager
• Wayne Garber – Sound Engineer
• Live Sound Provided by Ace Pace
• Cover Art – Mary Walsh Photo/ Dennis Luzak Illustration Back cover *Photography – Mary Walsh Inner Sleeve Photo: Benno Friedman Design & *Art Direction – Bob Heimall