All tracks are written by Kerry Minnear, Derek Shulman, Phil Shulman, and Ray Shulman.

Side One:

1. "Giant"
2. "Funny Ways"
3. "Alucard"
4. "Isn't It Quiet and Cold?"

Side Two:

5. "Nothing at All"
6. "Why Not?"
7. "The Queen"

Gary Green – lead guitar, 12 string guitar (2, 4), backing vocals
Kerry Minnear – Hammond organ (1, 2, 3, 5, 6, 7), Minimoog (3, 5, 7), Mellotron (1, 3, 6), electric (3), acoustic (2, 5) and honky-tonk (4) piano, tympani (tracks 1, 3), xylophone (4), vibraphone (3), cellos (2), bass (2), backing and lead (3, 6) vocals
Derek Shulman – lead (1, 2, 3, 5, 6) and backing vocals, bass (4)
Phil Shulman – trumpet (1, 2, 3, 6, 7), alto (3) and tenor (5) saxophones, descant (6), treble (6) and tenor (6) recorder, backing and lead (2, 3, 4, 5) vocals
Ray Shulman – bass (1, 2, 3, 5, 6, 7), electric (5, 6, 7) and acoustic (5) guitar, violin (1), violins (2, 4), triangle (2), backing vocals
Martin Smith – drums (tracks 1, 2, 3, 5, 6, 7), brushed snare drum (track 4)

Additional musicians:
Paul Cosh – tenor horn (1)
Claire Deniz – cello (4)

Production:
Roy Baker – recording engineer
George Underwood – cover artist
Tony Visconti – producer

Label: Vertigo / Alucard
Released: 27 November 1970
Recorded: August 1970
Studio: Trident Studios, London