| A1	Somewhere (From "West Side Story") Written-By Leonard Bernstein, Stephen Sondheim
 3:50
 A2	Red Shoes By The Drugstore
 Bass – Byron Miller
 Drums – Rick Lawson
 Electric Guitar – Roland Bautista
 Electric Piano [Yamaha] – Da Willie Gonga
 Vocals – Tom Waits
 3:11
 A3	Christmas Card From A Hooker In Minneapolis
 Electric Piano [Yamaha Electric Grand] – Da Willie Gonga
 Vocals, Piano [Acoustic] – Tom Waits
 4:30
 A4	Romeo Is Bleeding
 Bass – Jim Hughart
 Congas – Bobbye Hall
 Drums – Chip White
 Electric Guitar – Ray Crawford
 Organ – Charles Kynard
 Tenor Saxophone – Frank Vicari
 Vocals, Electric Guitar – Tom Waits
 4:50
 A5	$29.00
 Bass – Byron Miller
 Drums – Rick Lawson
 Electric Guitar – Roland Bautista
 Electric Piano [Yamaha Electric Grand] – Da Willie Gonga
 Vocals, Electric Guitar – Tom Waits
 8:12
 B1	Wrong Side Of The Road
 Bass – Jim Hughart
 Drums – Chip White
 Electric Guitar – Ray Crawford
 Organ – Charles Kynard
 Tenor Saxophone – Frank Vicari
 Vocals, Electric Guitar – Tom Waits
 5:11
 B2	Whistlin Past The Graveyard
 Bass – Scott Edwards
 Drums – Earl Palmer
 Electric Guitar – "Shine" Robinson
 Piano – Harold Battiste
 Tenor Saxophone – Herbert Hardesty
 Vocals, Electric Guitar – Tom Waits
 3:14
 B3	Kentucky Avenue
 Arranged By, Conductor [Orchestra] – Bob Alcivar
 Vocals, Piano – Tom Waits
 4:47
 B4	A Sweet Little Bullet From A Pretty Blue Gun
 Bass – Scott Edwards
 Drums – Earl Palmer
 Electric Guitar – "Shine" Robinson
 Piano – Harold Battiste
 Tenor Saxophone – Herbert Hardesty
 Vocals, Electric Guitar – Tom Waits
 5:34
 B5	Blue Valentines
 Electric Guitar [Solo] – Ray Crawford
 Vocals, Electric Guitar – Tom Waits
 5:50
 
 Recorded At Filmways/Heider Recording
 Mastered At Strawberry Mastering
 Producer [Production], Sounds [Sound] – Bones Howe
 Written-By Tom Waits (tracks: A2 to B5)
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