| A1 | | Somewhere (From "West Side Story") |
| A2 | | Red Shoes By The DrugstoreBass – Byron Miller Drums – Rick Lawson* Electric Guitar – Roland Bautista Electric Piano – Da Willie Ganga* Vocals – Tom Waits |
| A3 | | Christmas Card From A Hooker In MinneapolisElectric Piano – Da Willie Ganga* Vocals, Piano – Tom Waits |
| A4 | | Romeo Is BleedingBass – Jim Hughart Congas – Bobbye Hall Drums – Chip White Electric Guitar – Ray Crawford Organ – Charles Kynard Tenor Saxophone – Frank Vicari Vocals, Electric Guitar – Tom Waits |
| A5 | | $29.00Bass – Byron Miller Drums – Rick Lawson* Electric Guitar – Roland Bautista Electric Piano – Da Willie Ganga* Vocals, Electric Guitar – Tom Waits |
| B1 | | Wrong Side Of The RoadBass – Jim Hughart Drums – Chip White Electric Guitar – Ray Crawford Organ – Charles Kynard Tenor Saxophone – Frank Vicari Vocals, Electric Guitar – Tom Waits |
| B2 | | Whistlin' Past The GraveyardBass – Scott Edwards (2) Drums – Earl Palmer Electric Guitar – "Shine" Robinson Piano – Harold Battiste Tenor Saxophone – Herbert Hardesty* Vocals, Electric Guitar – Tom Waits |
| B3 | | Kentucky AvenueConductor, Arranged By – Bob Alcivar Vocals, Piano – Tom Waits |
| B4 | | A Sweet Little Bullet From A Pretty Blue GunBass – Scott Edwards (2) Drums – Earl Palmer Electric Guitar – "Shine" Robinson Piano – Harold Battiste Tenor Saxophone – Herbert Hardesty* Vocals, Electric Guitar – Tom Waits |
| B5 | | Blue ValentinesElectric Guitar – Ray Crawford Vocals, Electric Guitar – Tom Waits |
