After Don Pyle and Andrew Zealley stopped working together, Don Pyle joined Girl Trouble members K.P. Kendall and Wilmer Henderson III as Black Heel Marks. For the debut album, the lineup is more fluid.
- K.P. Kendall - voice
- Wilmer Henderson III - electrical guitars
- Don Pyle - synthesizers, drums, production
- Guitars - Wilmer Henderson III, Jonny Dovercourt, Dallas Good, Sandro Perri, Kevan Byrne and Dave Evans
- Basses - Kevin Lynn and Patti Schmidt
- Vocals - Patti Schmidt, K.P. Kendall, and Alanna Stuart
- Keyboards - Tony Malone
- and Don Pyle "lashes out with synthesizers, drums and other appurtenances" (to quote the now defunct Black Heel Marks web site).