All songs written by Tom Waits except * by Kathleen Brennen and Tom Waits.

"Singapore"
Tom Waits - Vocals
Michael Blair - Percussion
Stephen Arvizu Taylor Hodges - Drums
Larry Taylor - Double Bass
Marc Ribot - Guitar
Chris Spedding - Guitar

"Clap Hands"
Tom Waits - Guitar, Vocals
Marc Ribot - Guitar
Stephen Arvizu Taylor Hodges - Drums
Tony Garnier - Double Bass
Robert Previte - Percussion, Marimba
Michael Blair - Percussion, Marimba

"Cemetery Polka"
Tom Waits - Farfisa Organ, Vocals
Larry Taylor - Double Bass
Stephen Arvizu Taylor Hodges - Parade Drums
Michael Blair - Percussion
William Shimmel - Accordion
Bob Funk - Trombone
Marc Ribot - Guitar

"Jockey Full Of Bourbon"
Tom Waits - Guitar, Vocals
Stephen Arvizu Taylor Hodges - Drums
Larry Taylor - Double Bass
Michael Blair - Percussion, Conga
Marc Ribot - Guitar
Ralph Carney - Bass Sax

"Tango Till They're Sore"
Tom Waits - Piano, Vocals
Bob Funk - Trombone
Greg Cohen - Double Bass

"Big Black Mariah"
Tom Waits - Guitar, Vocals
Stephen Arvizu Taylor Hodges - Drums
Larry Taylor - Double Bass
Keith Richards - Guitar

"Diamonds & Gold"
Tom Waits - Vocals
Larry Taylor - Bass
Robert Musso - Banjo
Michael Blair - Percussion, Marimba
Marc Ribot - Guitar

"Hang Down Your Head"
Tom Waits - Guitar, Pump Organ, Vocals
Larry Taylor - Double Bass
Marc Ribot - Guitar
Michael Blair - Percussion, Drums

"Time"
Tom Waits - Guitar, Vocals
Larry Taylor - Double Bass
William Shimmel - Accordion

"Rain Dogs"
Tom Waits - Guitar, Vocals
Larry Taylor - Double Bass
Stephen Arvizu Taylor Hodges - Drums
Marc Ribot - Lead Guitar
Bob Funk - Trombone
Michael Blair - Marimba
William Shimmel - Accordion

"Midtown"
The Uptown Horns:
Arno Hecht - Tenor Hollywood Paul Litteral - Trumpet
Crispin Cioe - Sax
Bob Funk - Trombone
Ralph Carney - Sax
Larry Taylor - Bass
Stephen Arvizu Taylor Hodges - Drums

"9th & Hennepin"
Tom Waits - Piano, Vocals
Ralph Carney - Clarinet
Greg Cohen - Double Bass
Michael Blair - Marimba, Metal Percussion, Bowed Saw

"Gun Street Girl"
Tom Waits - Banjo, Vocals
Michael Blair - Percussion
Greg Cohen - Double Bass

"Union Square"
Tom Waits - Vocals
Michael Blair - Drums
Ralph Carney - Bass Sax
Larry Taylor - Bass
Keith Richards - Guitar

"Blind Love"
Tom Waits - Guitar, Vocals
Robert Quine - Guitar
Larry Taylor - Double Bass
Stephen Arvizu Taylor Hodges - Drums
Ross Levinson - Violins
Keith Richards - Guitar, Backing Vocals

"Walking Spanish"
Tom Waits - Guitar, Vocals
Stephen Arvizu Taylor Hodges - Drums
Larry Taylor - Bass
John Lurie - Alto Sax

"Downtown Train"
Tom Waits - Guitar, Vocals
G.E. Smith - Guitar
Mickey Curry - Drums
Robert Kilgore - Organ
Tony Levine - Bass
Michael Blair - Percussion
Robert Quine - Guitar

"Bride Of Rain Dog"
Michael Blair - Drums
Ralph Carney - Sax
Tom Waits - Harmonium

"Anywhere I Lay My Head"
The Uptown Horns:
Arno Hecht - Tenor Sax
Hollywood Paul Litteral - Trumpet
Crispin Cioe - Baritone Sax
Bob Funk - Trombone
Tom Waits - Vocals, Pump Organ
Michael Blair - Parade Drum

Produced by Tom Waits
Engineered and Mixed by Robert Musso
Recorded at RCA Studios/Assistant, Dennis Ferrante
Mixed at Quadrasonic Studio/Assistant, Tom Gonzales and RPM Studio/Assistant, Jeff Lippay
Production Coordination: Valerie Goodman
All songs arranged by Tom Waits except "Midtown" and "Anywhere I Lay My Head" arranged by Uptown Horns and Tom Waits
Mastered at Masterdisk/Howie Weinberg, Engineer.
"Downtown Train" - mixed by Jeff Lippay
Cover Photo: Anders Petersen
Back Cover Photo: Robert Frank