Musicians featured on the album include vocalists Arthur Brown of The Crazy World of Arthur Brown on "The Tell Tale Heart", John Miles on "The Cask of Amontillado" and "(The System of) Dr. Tarr and Professor Fether", and Terry Sylvester of The Hollies on "To One in Paradise".
The first passage narrated by Welles on the 1987 remix (which comes before the first track, "A Dream Within a Dream") is sourced from an obscure nonfiction piece by Poe – No XVI of his Marginalia (from 1845 to 1849 Edgar Allan Poe titled some of his reflections and fragmentary material "Marginalia.") The second passage Welles reads (which comes before "The Fall of the House of Usher" (Prelude), seems to be a partial paraphrase or composite from nonfiction by Poe, chiefly from a collection of poems titled "Poems of Youth" by Poe (contained in "Introduction to Poems – 1831" in a section titled "Letter to Mr. B-----------"; the "Shadows of shadows passing" part of the quote comes from the Marginalia.
- Alan Parsons – EMI vocoder (2), Projectron synthesizer (3, 7, 10), recorder (5), additional vocals (11), synthesizer (3-4 on 1987 remix), cathedral organ (5 on 1987 remix) producer, engineer
- Eric Woolfson – keyboards (1-3, 5, 7), backing vocals (2, 4), harpsichord (4), organ (7), additional vocals (11), synthesizer (9 on 1987 remix) executive producer
- Andrew Powell – orchestral arrangement (2-4, 6, 8, 10), orchestral conductor (2-4, 6, 8, 10), keyboards (7), organ (9)
- Francis Monkman – organ (7), harpsichord (9)
- Billy Lyall – keyboards (1, 3), recorder (1), piano (4-5), Fender Rhodes electric piano (11), glockenspiel (11)
- Christopher North – keyboards (2)
- Orson Welles – narration (1 and 6 on 1987 remix)
- Leonard Whiting – lead vocals (2), narration (11)
- Arthur Brown – lead vocals (3)
- John Miles – lead vocals (4-5), electric guitar (5)
- Jack Harris – additional vocals (3, 5)
- Terry Sylvester – additional vocals (4), lead vocals (11)
- Jane Powell – backing vocals (11)
- Smokey Parsons – vocals
- Bob Howes & the English Chorale – choir (2-4)
- Westminster City School Boys Choir – choir (11)
- David Paton – acoustic guitar (1, 11), backing vocals (1), bass guitar (3-5, 7, 11)
- Kevin Peek – acoustic guitar (9)
- Laurence Juber – acoustic guitar (9)
- Ian Bairnson – electric guitar (1, 3-5, 7, 11, 2 on 1987 remix), acoustic guitar (1, 11)
- David Pack – electric guitar (2)
- Joe Puerta – bass guitar (1-2)
- Les Hurdle – bass guitar (6)
- Daryl Runswick – double bass (9)
- David Katz – violin, orchestra leader (6, 8, 10), orchestra contractor
- Jack Rothstein – orchestra leader (6, 8, 10)
- David Snell – harp (9)
- Hugo D'Alton – mandolin (9)
- Stuart Tosh – drums (1-5, 7, 9, 11), timpani (3), backwards cymbals (3)
- Burleigh Drummond – drums (2)
- John Leach – cimbalom (9), kantele (9)
- Dennis Clarke - saxophone, clarinet
Production
- Gordon Parry – engineer
- Tony Richards – assistant engineer
- Chris Blair – assistant engineer
- Tom Trefethen – assistant engineer
- Pat Stapley – assistant engineer
- Peter Christopherson – photography
- Aubrey Powell – photography
- Storm Thorgerson – photography
- Sam Emerson – photography
- Hipgnosis – design, cover art
- Colin Elgie – artwork, graphic design, layout design
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