"Hang On St. Christopher"
Written by Tom Waits
Horn Arrangements Greg Cohen

Tom Waits - Vocals
Greg Cohen - Alto Horn
Ralph Carney - Tenor Sax
Marc Ribot - Guitar
William Schimmel - Leslie Bass Pedals
Michael Blair - Drums

"Straight To The Top (Rhumba)"
Written by Tom Waits and Greg Cohen
Tom Waits - Vocal, Optigon, Conga
Greg Cohen - Leslie Bass Pedals
Ralph Carney - Saxes
Larry Taylor - Upright Bass
Michael Blair - Conga
William Schimmel - Pump Organ

"Blow Wind Blow"
Written by Tom Waits
Tom Waits - Vocal, Pump Organ
Greg Cohen - Alto Horn
Francis Thumm - Pump Organ
Michael Blair - Glockenspiel

"Temptation"
Written by Tom Waits
Vocal Arrangements Kathleen Brennan
Horn Arrangements Greg Cohen
Tom Waits - Optigon, Vocals, Guitar
Michael Blair - Percussion, Conga, Marachas
Ralph Carney - Saxophone
Morris Tepper - Guitar
Marc Ribot - Guitar
Greg Cohen - Bass

"Innocent When You Dream (Barroom)"
Written by Tom Waits
Tom Waits - Pump Organ, Vocals
Greg Cohen - Bass
Ralph Carney - Violin
William Schimmel - Piano

"I'll Be Gone"
Written by Tom Waits & Kathleen Brennan
Tom Waits - Vocal, Rooster
William Schimmel - Accordion
Greg Cohen - Bass
Michael Blair - Marimba
Morris Tepper - Guitar
Ralph Carney - Baritone Horn

"Yesterday Is Here"
Written by Tom Waits and Kathleen Brennan
Tom Waits - Vocals, Guitar, Tambourine
Larry Taylor - Bass

"Please Wake Me Up"
Written by Tom Waits and Kathleen Brennan
Tom Waits - Vocal, Melotron, Optigon
Ralph Carney - Baritone Horn
Greg Cohen - Bass
Jay Anderson - Bass

"Franks Theme"
Written by Tom Waits
Tom Waits - Vocals, Pump Organ

"More Than Rain"
Written by Tom Waits
Tom Waits - Vocal, Optigon
Greg Cohen - Bass
William Schimmel - Accordion
Morris Tepper - Guitar
Francis Thumm - Prepared Piano
Michael Blair - Orquestra Bells
Ralph Carney - Baritone Horn


"Way Down In The Hole"
Written by Tom Waits
Tom Waits - Vocals
Ralph Carney - Saxes
Michael Blair - Percussion
Marc Ribot - Guitar
Angela Brown - Background Vocals
Leslie Holland - Background Vocals
Lynne Jordan - Background Vocals
Greg Cohen - Bass

"Straight To The Top (Vegas)"
Written by Tom waits and Greg Cohen
Arranged by Greg Cohen
Tom Waits - Vocal Stylings
William Schimmel- Cocktail Piano
Ralph Carney - Tenor Sax
Greg Cohen - Bass
Michael Blair - Drums

"I'll Take New York"
Written by Tom Waits
Tom Waits - Vocal
William Schimmel - Pump Organ
Ralph Carney - Sax
Michael Blair - Drums
Greg Cohen - Bass

"Telephone Call From Istanbul"
Written by Tom Waits
Tom Waits - Vocals, Farfisa, Drums
Greg Cohen - Bass
Morris Tepper - Guitar
Marc Ribot - Banjo
Michael Blair - Drums

"Cold Cold Ground"
Written by Tom Waits
Tom Waits - Guitars, Vocal
David Hidalgo - Accordion
Larry Taylor - Bass

"Train Song"
Written by Tom Waits
Tom Waits - Piano, Vocal, Pump Organ
David Hidalgo - Accordion
Larry Taylor - Bass
Greg Cohen - Alto Horn

Produced by Tom Waits
Producer's Assistant: Ellen Smith
Recorded by Danny Leake & Biff Dawes
Mixed by Biff Dawes
Additional Engineers: Tchad Blake, David Glover,
Mike Kloster, Stephen Shelton, David Knight, Lorita Delacerna, Bill Higley
Recorded at:
Sunset Sound, Los Angeles
Sunset Sound Factory, Los Angeles
Universal Recording Corp., Chicago
Mixed at Sunset Sound, Los Angeles
Mastered by Howie Weinberg at Masterdisk, New York
Conception & Photography: J.B. Mondino
Art Direction: Jeff Price