01. Red 00:00
02. Fallen Angel 06:17
03. One More Red Nightmare 12:23
04. Providence 19:35
05. Starless 27:46
Robert Fripp – guitar, mellotron
John Wetton – bass guitar, vocals
Bill Bruford – drums, percussion
David Cross – violin on "Providence"
Mel Collins – soprano saxophone on "Starless"
Ian McDonald – alto saxophone on "One More Red Nightmare" and "Starless"
Mark Charig – cornet on "Fallen Angel", bass cello on "Red" (uncredited)
Robin Miller – oboe on "Fallen Angel"
Uncredited musician – cello on "Starless"
Richard Palmer-James – lyrics on "Fallen Angel" and "Starless"
Arranged & Produced By King Crimson
Recorded & Engineered By George Chkiantz & Rod Thear (also assistant engineer)