Personnel:
Billy Sherwood: vocals (1, 3, 7, 8, 13, 14, 20, 25, 26), lead vocal (15, 18, 19, 21, 23, 24), backing vocals (2), keys (1-5, 7-9, 13, 15, 17, 19, 20, 22, 23, 26), orchestral keys (16, 18, 25), piano (24), guitars (4, 19, 20, 23), electric guitars (3, 6), acoustic guitars (6), bass (3, 4, 8, 11, 15, 17, 20)
Adrian Belew: lead vocal (1, 20), lead guitar (6), acoustic guitars (15)
Alan White: drums (1, 6, 14, 19)
Keith Emerson: organ (1), organ solo (23), keys (21)
Gary Green: guitars (1, 2, 21, 23), electric guitars (14)
John Giblin: bass (1, 10, 21)
Michael Sherwood: vocals (1, 26), backing vocals (15, 18, 20, 21, 23)
Ian Anderson: vocals (2), flute (2, 15)
Tony Levin: bass (2, 12, 13, 23), Stick (23)
Jay Schellen: drums (2, 10-12), snare drum (18), percussion (18), vocals (26), backing vocals (18)
Steve Morse: lead guitar (3)
Vinnie Colaiuta: drums (4, 20, 21, 23)
Fee Waybill: lead vocals (5)
Ronnie Montrose: lead guitar (5)
Mike Porcaro: bass (5)
Alex Ligertwood: backing vocals (5)
David Glenn Eisley: backing vocals (5)
Greg Bissonette: drums (5)
John Wetton: vocals (6, 14), bass (6, 14)
Steve Howe: acoustic guitars (7, 17)
Del Palmer: bass (7)
Robby Krieger: guitars (8, 11)
Glenn Hughes: vocals (9)
Elliot Easton: lead guitar (9)
Tony Franklin: bass (9)
Aynsley Dunbar: drums (9, 22)
Bob Kulick: electric guitars (9, 22)
Tommy Shaw: lead vocals (10, 11, 17), guitars (10), acoustic guitar (14)
Larry Fast: keys (10)
Geoff Downes: keys (11, 14)
Steve Lukather: lead vocal (12), lead guitar (14)
Steve Porcaro: keys (12)
Rick Wakeman: piano (16)
Chris Squire: lead vocal (19), bass (19)
Jordan Berliant: additional acoustic guitars (19)
Jason Scheff: vocals (22), bass (22)
Dweezil Zappa: lead guitar (22)
Tony Kaye: keyboard solo (22)
Jim Ladd: vocals (23), narration (26)
Malcolm McDowell: lead vocal (25)

The Millikan Musical Theater Children's Choir, conducted by Leo Krubsack (6)
Voice actors: Malcom McDowell, Michi Sherwood, Billy Sherwood, Michael Sherwood, Neev Askin
 

Produced by Billy Sherwood, except (5, 9, 19, 22) by Bob Kulick and Billy Sherwood
Recorded and mixed by Billy Sherwood; studio technicians: Mark Fergesen, Rick Luxumberg
Mastered by Kris Solem
Additional engineering: Rob Aubrey for John Wetton, Ken Latchney for Adrian Belew, Greg Epps for Steve Howe, Erik Jordan for Rick Wakeman
Art direction: Giovanni Rodriguez
 

Tracks:
Disc 1:
1. In the Flesh? [Waters] (3:19)
2. The Thin Ice [Waters] (2:30)
3. Another Brick in the Wall Part 1 [Waters] (3:15)
4. The Happiest Days of Our Lives [Waters] (1:38)
5. Another Brick in the Wall Part 2 [Waters] (4:02)
6. Mother [Waters] (5:59)
7. Goodbye Blue Sky [Waters] (2:44)
8. Empty Spaces [Waters] (2:09)
9. Young Lust [Waters/Gilmour] (4:18)
10. One of My Turns [Waters] (3:34)
11. Don't Leave Me Now [Waters] (4:08)
12. Another Brick in the Wall Part 3 [Waters] (1:39)
13. Goodbye Cruel World [Waters] (1:00)

Disc 2:
14. Hey You [Waters] (4:43)
15. Is There Anybody Out There? [Waters] (2:39)
16. Nobody Home [Waters] (3:11)
17. Vera [Waters] (1:23)
18. Bring the Boys Back Home [Waters] (1:05)
19. Comfortably Numb [Waters/Gilmour] (6:51)
20. The Show Must Go On [Waters] (1:40)
21. In the Flesh [Waters] (4:19)
22. Run Like Hell [Waters/Gilmour] (5:08)
23. Waiting for the Worms [Waters] (3:59)
24. Stop [Waters] (0:33)
25. The Trial [Waters/Ezrin] (5:19)
26. Outside the Wall [Waters] (1:46)
 

Notes: The liner notes place "Goodbye Blue Sky" as track 4, after "Another Brick in the Wall Part 1", but the track actually comes 7th on the CD. They also refer to a final track, "Isn't This Where We Came In", performed just by B. Sherwood on keys, but the CD finishes with "Outside the Wall". (5, 9, 19, 22) are taken from Pigs & Pyramids—An All Star Lineup Performing the Songs of Pink Floyd, although there are slight differences in the credits: Sherwood is credited with keys on (5, 22) and Bob Kulick with electric guitars on (9) here but not on Pigs & Pyramids, while Kaye's credit for keyboard solo on (22) was for all the keys on Pigs & Pyramids. Is this due to errors in the liner notes of one or other album or possibly indicates additional overdubs? On the other hand, the credits here have a "Jason Chefe" singing and playing bass on (22), while his name is correctly given as Jason Scheff on Pigs & Pyramids, but that album has Tony Franklin playing bass on the track. Scheff is a bassist as well as a singer, so both credits are plausible.

Seven Yesmen (eight including Tony Levin) on one album is a rare event. Only Union had more! Actually, only five (or six) were involved in new recordings: Squire's and Kaye's contributions are on tracks re-used from Pigs & Pyramids. Sherwood constructed a framework for the entire album and guests then recorded their various parts. He said in a Sep 2005 interview that everybody he asked to take part did, with the sole exception of Steve Hackett. In the same interview, Sherwood mooted the possibility of a tour in support of the album:

There is chat about a tour. It would be a smaller version of what you are listening to on the album. Maybe on one leg of the tour we would have Keith Emerson and Steve Howe and then on the next leg we would have Gary Green from Gentle Giant and Steve Porcaro. We would revolve the icons around but still play The Wall. Each leg of the tour would be different so that if you saw it once you might want to come see it again. We are talking about it now and the vibe is good. I don't want to go too far down that road but it would be a great piece of music to play live.