Rik Emmett: vocals (2), guitars (2)
John Wesley: vocals (1), guitars (1, 4), additional guitars (2)
Billy Sherwood: guitars (3, 5, 6), bass (1, 3-6), additional bass (2)
Randy McStine: vocals (4), guitars (9), additional guitars (2)
Dave Kerzner: keys (1-6, 9), vocals (9)
Matt Dorsey: bass (2, 9)
Alastair Greene: guitar (3)
Mike Shotton: bass synth (2)
Neil Peart: drums from Neil Peart Drums by Sonic Reality (1-6, 8)
Leslie Hunt: vocals (7)
Jonathan Schang: drums (7)
Rob Clearfield: keys (7)
Patrick Mulcahy: bass (7)
Jim Tashjian: guitars (7)
Carl Groves: vocals (8), guitar (8)
Fred Schendel: keys (8)
Steve Babb: bass (8)
Kamran Alan Shikoh: guitar (8)
Fernando Perdomo: guitars (9)
Marco Minnemann: drums (9)
Joe Deninzon: electric violin (9)
Kaitlin Wolfberg: violin (9), viola (9)
Ruti Celli: cello (9)

Produced & mixed by Kerzner (1-6, 9), Babb/Schendel (8)
Produced by Schang/District 97 (7)
Mastered by Gavin Lurssen (1-6)
Assistant engineer: Ryan Haft (1-6)
Peart recorded by Nick Raskulinecz, Emmett recorded by Mike Shotton, and Wesley, Sherwood, Dorsey and McStine recorded remotely

Tracks:
1. "Tom Sawyer" [Rush] (5:51)
2. "Red Barchetta" [Rush] (6:34)
3. "YYZ" [Rush] (4:25)
4. "Limelight" [Rush] (4:47)
5. Billy Sherwood & Dave Kerzner (band credit 2020 only): "Trifecta" [Sherwood/Kerzner]

2020 Special Edition extra tracks:
6. Billy Sherwood & Dave Kerzner (band credit 2020 only): "Times Gone" [Sherwood/Kerzner], also 2012 pre-order download bonus track
7. District 97: "I Can't Take You with Me" [Schang] (5:36)
8. Glass Hammer: "The Impulsive Type" [Schendel/Babb/Shikoh] (4:37)
9. In Continuum: "Man Unkind" [Kerzner/Kelly Nordstrom] (5:50)

Notes: (***) This is the first Sonic Elements release, mainly released as a download, but with a CD also available. Sonic Elements is a group of progressive/classic rock projects led by Dave Kerzner, best known as a past member of Kevin Gilbert's Giraffe and for work with Steven Wilson, but also founder of the music software development company Sonic Reality. Kerzner has assembled a number of "virtual bands" involving several guests, often including Billy Sherwood, to record various covers and original songs, where some of the instrumental tracks are also available through Sonic Reality's sample libraries.

Thus, in this case, Rush drummer Neil Peart has recorded a set of drum tracks, available as a library from Sonic Reality. Kerzner et al. have then recorded these covers to Peart's drums. In addition, the original track "Trifecta" features newly composed material to an existing drum track for Rush's "YYZ". Likewise, "Times Gone" uses a drum track for "Tom Sawyer".

Following Neal Peart's death on 7 Jan 20, Kerzner created this special edition version of the album in tribute with "5 bonus original songs from a variety of modern artists inspired by Rush and Neil Peart", released 20 Jan 20. (8) is another track like (5) and (6), but with Glass Hammer playing to Peart's drums. It was previously released on their Untold Tales (2017). (9) is from the first In Continuum album, Acceleration Theory Part One (2019) and was inspired by Rush's "Losing It".

A full-length album of Rush covers has been expected since before the original 2012 release, which may include different versions of some of these songs, but it has yet to appear, with Kerzner's own solo career and band projects delaying the Sonic Elements projects. (HP, 6 Jul 12; updated 13 Jun 20)