| A1	Top Of The Hill Bass – Larry Taylor
 Guitar – Marc Ribot
 Percussion – Brain
 Turntables – Casey Waits
 A2	Hoist That Rag
 Bass – Les Claypool
 Guitar – Marc Ribot
 Percussion – Brain, Casey Waits
 A3	Sins Of My Father
 Banjo, Guitar – Marc Ribot
 Bass – Larry Taylor
 Guitar – Tom Waits
 Percussion – Brain
 B1	Shake It
 Bass – Les Claypool
 Guitar – Larry Taylor, Marc Ribot
 Handclaps – Casey Waits, Mark Howard, Trisha Wilson
 Handclaps, Percussion – Brain
 B2	Don't Go Into That Barn
 Guitar – Harry Cody
 Guitar, Bass – Larry Taylor
 Percussion – Brain, Casey Waits, Tom Waits
 B3	How's It Gonna End
 Banjo – Harry Cody
 Bass – Larry Taylor
 Guitar – Tom Waits
 B4	Metropolitan Glide
 Bass – Larry Taylor
 Guitar – Harry Cody, Tom Waits
 Percussion – Brain
 Turntables – Casey Waits
 C1	Dead And Lovely
 Bass – Larry Taylor
 Drums – Casey Waits
 Guitar – Marc Ribot
 C2	Circus
 Bells – Mark Howard
 Drums – Casey Waits
 Organ [Chamberlin] – Tom Waits
 C3	Trampled Rose
 Banjo [Cigar Box] – Marc Ribot
 Bass – Larry Taylor
 Percussion – Brain
 C4	Green Grass
 Bass – Larry Taylor
 Guitar – Marc Ribot, Tom Waits
 D1	Baby Gonna Leave Me
 Bass – Les Claypool
 Guitar – Marc Ribot
 Percussion – Brain
 Shaker – Tom Waits
 D2	Clang Boom Steam
 D3	Make It Rain
 Bass – Larry Taylor
 Drums – Casey Waits
 Guitar – Marc Ribot
 D4	Day After Tomorrow
 Bass – Larry Taylor
 Guitar – Marc Ribot, Tom Waits
 D5	Chickaboom (Hidden Track)
 
 Mixed By, Recorded By – Mark Howard
 Vocals – Tom Waits
 Written-By, Producer – Brennan, Waits
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