| Side A 1		Down From Dover
 Alto Saxophone – Marty Ehrlich
 Arranged By, Conductor – Steve Weisberg
 Backing Vocals – Jenni Muldaur
 Baritone Saxophone – Doug Wieselman
 Bass – Greg Cohen
 Cello – Jane Scarpantoni
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Organ – Rob Burger
 Piano – Gil Goldstein
 Tenor Saxophone – Lenny Pickett
 Trombone – Art Baron
 Trumpet – Steven Bernstein
 Viola – Michael Nicholas
 Violin – Maxim Moston, Rob Moose
 Vocals [Vocal] – Marianne Faithfull
 Written-By Dolly Parton
 4:44
 2		Hold On Hold On
 Bass – Greg Cohen
 Drums – Jim White
 Electric Violin – Warren Ellis
 Guitar – Barry Reynolds, Sean Lennon
 Organ – Rob Burger
 Piano – Steve Weisberg
 Vocals – Chan Marshall
 Vocals [Vocal] – Marianne Faithfull
 Written-By Good, Belitsky, Case, Dean, Good
 2:58
 3		Solitude
 Alto Clarinet – JD Parron
 Arranged By, Conductor – Steven Bernstein
 Bass – Greg Cohen
 Bass Clarinet – Lenny Pickett, Marty Ehrlich
 Celesta [Celeste] – Steve Weisberg
 Clarinet – Ken Peploski
 Clarinet [E B] – Doug Wieselman
 Drums – Jim White
 Guitar – Marc Ribot
 Organ – Brian Mitchell
 Vocals [Vocal] – Marianne Faithfull
 Written-By Ellington, De Lange, Mills
 5:25
 4		The Crane Wife 3
 Acoustic Guitar – Marc Ribot
 Arranged By, Conductor – Steve Weisberg
 Bass – Greg Cohen
 Cello – Jane Scarpantoni
 Drums – Jim White
 Electric Guitar – Barry Reynolds
 Piano, Celesta [Celeste] – Rob Burger
 Viola – Michael Nicholas
 Violin – Maxim Moston, Rob Moose
 Vocals [Vocal] – Marianne Faithfull, Nick Cave
 Written-By Colin Meloy
 3:58
 5		Easy Come, Easy Go
 Alto Horn – Steven Bernstein
 Arranged By, Conductor – Steven Bernstein
 Bass – Greg Cohen
 Clarinet [E B] – Doug Wieselman
 Guitar – Barry Reynolds, Marc Ribot
 Piano – Brian Mitchell
 Sarrusophone, Contrabass – Lenny Pickett
 Vocals [Vocal] – Marianne Faithfull
 Written By W. Jackson & E. Brown
 3:14
 
 Side B
 6		Children Of Stone
 Arranged By, Conductor – Steve Weisberg
 Bass – Greg Cohen
 Cello – Jane Scarpantoni
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Viola – Michael Nicholas
 Violin – Maxim Moston, Rob Moose
 Vocals [Vocal] – Marianne Faithfull, Rufus Wainwright
 Written-By Espers
 8:04
 7		How Many Worlds
 Arranged By, Conductor – Steve Weisberg
 Bass – Greg Cohen
 Cello – Jane Scarpantoni
 Drums – Jim White
 Flute – Doug Wieselman, Lenny Pickett, Marty Ehrlich
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Trombone – Art Baron
 Trumpet – Steven Bernstein
 Viola – Michael Nicholas
 Violin – Maxim Moston, Rob Moose
 Vocals [Vocal] – Marianne Faithfull, Teddy Thompson
 Written-By Brian Eno
 3:40
 8		In Germany Before The War
 Arranged By, Conductor – Greg Cohen
 Bass – Greg Cohen
 Bass Clarinet – Ken Peploski, Lenny Pickett, Marty Ehrlich
 Clarinet – Doug Wieselman
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Piano – Rob Burger
 Vocals [Vocal] – Marianne Faithfull
 Written-By Randy Newman
 4:07
 
 Side C
 1		Ooh Baby Baby
 Arranged By, Conductor – Steven Bernstein
 Bass – Greg Cohen
 Drums – Jim White
 Electric Piano – Steve Weisberg
 Guitar – Barry Reynolds, Marc Ribot
 Mellophone, Glockenspiel – Steven Bernstein
 Piano, Organ – Rob Burger
 Tenor Saxophone – Doug Wieselman, Ken Peploski, Lenny Pickett, Marty Ehrlich
 Vocals [Vocal] – Antony, Marianne Faithfull
 Written-By Smokey Robinson, Pete Moore
 8:16
 2		Sing Me Back Home
 Bass – Greg Cohen
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Organ – Rob Burger
 Piano – Steve Weisberg
 Vocals [Vocal] – Marianne Faithfull
 Vocals [Vocal], Guitar – Keith Richards
 Written-By Merle Haggard
 5:04
 3		Salvation
 Bass – Greg Cohen
 Drums – Jim White
 Guitar – Barry Reynolds
 Guitar, Vocals – Sean Lennon
 Piano, Organ – Rob Burger
 Violin – Warren Ellis
 Vocals [Vocal] – Marianne Faithfull
 Written-By Jago, Hayes, Turner
 6:07
 4		Black Coffee
 Arranged By, Conductor – Greg Cohen
 Bass – Greg Cohen
 Bass Clarinet – Ken Peploski, Lenny Pickett, Marty Ehrlich
 Clarinet – Doug Wieselman
 Drums – Jim White
 Piano, Organ – Rob Burger
 Vocals [Vocal] – Marianne Faithfull
 Written-By Paul Webster, J. Burke
 5:40
 5		The Phœnix
 Bass – Greg Cohen
 Drums – Jim White
 Guitar – Barry Reynolds
 Guitar, Vocals – Sean Lennon
 Vocals [Vocal] – Marianne Faithfull
 Written-By Judee Sill
 2:16
 
 Side D
 6		Dear God Please Help Me
 Arranged By, Conductor – Steve Weisberg
 Bass – Greg Cohen
 Cello – Jane Scarpantoni
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Viola – Michael Nicholas
 Violin – Maxim Moston, Rob Moose
 Vocals [Vocal] – Marianne Faithfull
 Written-By Morrissey
 4:29
 7		Kimbie
 Arranged By Marc Ribot
 Arranged By [Arrangement By] – Jackson Frank, Marc Ribot
 Bass – Greg Cohen
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Vocals [Vocal] – Marianne Faithfull
 Written-By Traditional
 4:39
 8		Many A Mile To Freedom
 Arranged By Rob Burger
 Backing Vocals [Bkg Vocals] – Jenni Muldaur, Teddy Thompson
 Bass – Greg Cohen
 Clarinet – Doug Wieselman
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Vocals [Vocal] – Marianne Faithfull
 Written-By Capaldi, Winwood
 5:11
 9		Somewhere (A Place For Us)
 Arranged By, Conductor – Gil Goldstein
 Bass – Greg Cohen
 Bass Clarinet – Doug Wieselman, Lenny Pickett
 Drums – Joey Baron
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Tenor Saxophone – Marty Ehrlich
 Trombone – Art Baron
 Vocals [Vocal] – Jarvis Cocker, Marianne Faithfull
 Written-By Leonard Bernstein, Stephen Sondheim
 4:15
 10		Flandyke Shore
 Accordion [Accordian] – Gil Goldstein
 Arranged By [Arrangement] – Gil Goldstein
 Arranged By, Conductor – Gil Goldstein
 Backing Vocals [Bkg Vocal] – Kate & Anna McGarrigle
 Bass – Greg Cohen
 Bass Clarinet – Doug Wieselman, Lenny Pickett
 Drums – Jim White
 Guitar – Barry Reynolds, Marc Ribot
 Piano, Organ – Rob Burger
 Recorder [Bass] – Art Baron
 Tenor Saxophone – Marty Ehrlich
 Vocals [Vocal] – Marianne Faithfull
 Written-By Traditional
 3:10
 
 Producer – Hal Willner
 
 This album is dedicated to the memory of Tarka Cordell.
 
 Recorded at Sear Recording Studios.
 Additional recording at John Kilgore Sound & Recording and One East Recording by Martin Brumbach; Studio Acousti, Paris by Didier Pouydesseau; Labomatic, Paris by Benedicte Schmitt; www.metwaystudios.co.uk, Brighton, UK by Jake Rousham; Studio Frisson by Michel Pepin.
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