| 1. Earth Died Screaming (T.Waits) 3:36 |  | 
    
    | 2. Dirt In The Ground (T.Waits/K.Brennan) 4:07 |  | 
    
    | 3. Such A Scream (T.Waits) 2:08 |  | 
    
    | 4. All Stripped Down (T.Waits) 3:03 |  | 
    
    | 5. Who Are You (T.Waits/K.Brennan) 3:54 |  | 
    
    | 6. The Ocean Doesn't Want Me * (T.Waits) 1:49 |  | 
    
    | 7. Jesus Gonna Be Here * (T.Waits) 3:18 |  | 
    
    | 8. A Little Rain (T.Waits/K.Brennan) 2:58 |  | 
    
    | 9. In The Colosseum (T.Waits/K.Brennan) 4:50 |  | 
    
    | 10. Goin' Out West * (T.Waits/K.Brennan) 3:20 |  | 
    
    | 11. Murder In The Red Barn (T.Waits/K.Brennan) 4:28 |  | 
    
    | 12. Black Wings (T.Waits/K.Brennan) 4:35 |  | 
    
    | 13. Whistle Down The Wind ** (T.Waits) 4:35 |  | 
    
    | 14. I Don't Wanna Grow Up * (T.Waits/K.Brennan) 2:31 |  | 
    
    | 15. Let Me Get Up On It (T.Waits) 0:53 |  | 
    
    | 16. That Feel *** (K.Richards/T.Waits) 3:13 |  | 
    
    
  
            
           
          
          
          
            
            
          
          
            
      "Earth 
      Died Screaming"
Tom Waits - Vocal, Chamberlain, 
      Percussion, Guitar
Larry Taylor - Upright Bass
Les 
      Claypool - Electric Bass
Kathleen Brennan - Sticks
Joe 
      Marquez - Sticks
Tom Waits - Sticks
"Dirt 
      In The Ground"
Tom Waits - Piano, Vocal
Larry 
      Taylor - Upright Bass
Ralph Carney - Alto, Tenor Sax, Bass 
      Clarinet
"Such A Scream"
Tom Waits - 
      Vocal, Guitar, Percussion
Brain - Drums
Ralph Carney 
      - Alto & Tenor Sax
"All Stripped Down"
Tom 
      Waits - Vocal, Percussion
Larry Taylor - Upright Bass
Joe 
      Gore - Guitar
"Who Are You"
Tom Waits 
      - Vocal, Guitar, Percussion
Larry Taylor - Upright Bass
"The 
      Ocean Doesn't Want Me"
Tom Waits - Vocal, Percussion, 
      Chamberlain
"Jesus Gonna Be Here"
Tom Waits 
      - Upright Bass
Larry Taylor - Guitar
"A Little 
      Rain"
Tom Waits - Vocal
Larry Taylor - Upright Bass
David 
      Phillips - Pedal Steel Guitar
"In The Colosseum"
Tom 
      Waits - Vocal, Chamberlain, Conundrum
Larry Taylor - 
      Upright Bass
Brain - Drums
"Goin' Out West"
Tom 
      Waits - Vocal, Drums
Joe Gore - Guitar
Larry Taylor 
      - Upright Bass
"Murder In The Red Barn"
Tom 
      Waits - Vocal, Drums
Larry Taylor - Upright Bass
Joe 
      Marquez - Banjo
"Black Wings"
Tom Waits 
      - Vocal, Guitar, Drums
Larry Taylor - Upright Bass
Joe 
      Gore - Guitar
"Whistle Down The Wind"
Tom 
      Waits - Piano, Vocal
David Phillips - Pedal Steel Guitar
David 
      Hidalgo - Violin, Accordion
"I Don't Wanna Grow Up"
Tom 
      Waits - Vocal, Guitar
Larry Taylor - Upright Bass
"Let 
      Me Get Up On It"
Tom Waits - Vocal, Percussion
"That 
      Feel"
Tom Waits - Guitar, Vocal, Drums
Larry 
      Taylor - Upright Bass
Keith Richards - Guitar, Vocal
David 
      Phillips - Steel Guitar
Waddy Wachtel - Guitar
Produced 
      by Tom Waits
Associate Producer: Kathleen Brennan
Recorded by Biff 
      Dawes at Prairie Sun Recording, Cotati, CA except: "Whistle Down 
      The Wind" and
"A Little Rain" recorded by Joe Marqueez
Mixed 
      by Tchad Blake except:
* - mixed by Biff Dawes
** - mixed by Joe 
      Marquez
*** - mixed by Joe Blaney at Studio 900
2nd Engineer: Joe 
      Marqueez
3rd Engineer: Shawn Michael Morris
Musical Security 
      Guard: Francis Thumm
Mastered by Bob Ludwig at Masterdisk
Album 
      Cover Concept: Tom Waits and Jesse Dylan
Art Direction & Design: 
      Christie Rixford
Photography: Jesse Dylan