| 1 | Singapore Double Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Guitar – Chris Spedding, Marc Ribot Percussion – Michael Blair Vocals – Tom Waits | 2:45 | |
| 2 | Clap Hands Double Bass – Tony Garnier Drums – Stephen Arvizu Taylor Hodges Guitar – Marc Ribot Guitar, Vocals – Tom Waits Percussion, Marimba – Robert Previte, Michael Blair | 3:47 | |
| 3 | Cemetery Polka Accordion – William Shimmel Double Bass – Larry Taylor Drums [Parade Drums] – Stephen Arvizu Taylor Hodges Electric Organ [Farfisa Organ], Vocals – Tom Waits Guitar – Marc Ribot Percussion – Michael Blair Trombone – Bob Funk | 1:46 | |
| 4 | Jockey Full Of Bourbon Bass Saxophone – Ralph Carney Double Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Guitar – Marc Ribot Guitar, Vocals – Tom Waits Percussion, Congas – Michael Blair | 2:47 | |
| 5 | Tango Till They’re Sore | 2:51 | |
| 6 | Big Black Mariah Double Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Guitar – Keith Richards Guitar, Vocals – Tom Waits | 2:43 | |
| 7 | Diamonds & Gold Banjo – Robert Musso Bass – Larry Taylor Guitar – Marc Ribot Percussion, Marimba – Michael Blair Vocals – Tom Waits | 2:33 | |
| 8 | Hang Down Your Head Double Bass – Larry Taylor Guitar – Marc Ribot Guitar, Harmonium [Pump Organ], Vocals – Tom Waits Percussion, Drums – Michael Blair Written-By – Kathleen Brennen | 2:34 | |
| 9 | Time | 3:56 | |
| 10 | Rain Dogs Accordion – William Shimmel Double Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Guitar, Vocals – Tom Waits Lead Guitar – Marc Ribot Marimba – Michael Blair Trombone – Bob Funk | 2:57 | |
| 11 | Midtown (Instrumental) Arranged By – The Uptown Horns Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Reeds – The Uptown Horns Saxophone – Crispin Cioe, Ralph Carney Tenor Saxophone – Arno Hecht Trombone – Bob Funk Trumpet – Hollywood Paul Litteral | 1:02 | |
| 12 | 9th & Hennepin Clarinet – Ralph Carney Double Bass – Greg Cohen Marimba, Percussion [Metal], Saw [Bowed] – Michael Blair Piano, Vocals – Tom Waits | 1:56 | |
| 13 | Gun Street Girl | 4:37 | |
| 14 | Union Square Bass – Larry Taylor Bass Saxophone – Ralph Carney Drums – Michael Blair Guitar – Keith Richards Vocals – Tom Waits | 2:24 | |
| 15 | Blind Love Double Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Guitar – Robert Quine Guitar, Backing Vocals – Keith Richards Guitar, Vocals – Tom Waits Violin – Ross Levinson | 4:19 | |
| 16 | Walking Spanish Alto Saxophone – John Lurie Bass – Larry Taylor Drums – Stephen Arvizu Taylor Hodges Guitar, Vocals – Tom Waits | 3:06 | |
| 17 | Downtown Train Bass – Tony Levine Drums – Mickey Curry Guitar – G.E. Smith, Robert Quine Guitar, Vocals – Tom Waits Mixed By – Jeff Lippay Organ – Robert Kilgore Percussion – Michael Blair | 3:53 | |
| 18 | Bride Of Rain Dog (Instrumental) | 1:08 | |
| 19 | Anywhere I Lay My Head Baritone Saxophone – Crispin Cioe Bass Drum [Parade Drum] – Michael Blair Reeds – The Uptown Horns Tenor Saxophone – Arno Hecht Trombone – Bob Funk Trumpet – Hollywood Paul Litteral Vocals, Harmonium [Pump Organ] – Tom Waits | 2:48 |
| 1 | Singapore | 2:45 | |
| 2 | Clap Hands | 3:47 | |
| 3 | Cemetery Polka | 1:46 | |
| 4 | Jockey Full Of Bourbon | 2:47 | |
| 5 | Tango Till They’re Sore | 2:51 | |
| 6 | Big Black Mariah | 2:43 | |
| 7 | Diamonds & Gold | 2:33 | |
| 8 | Hang Down Your Head | 2:34 | |
| 9 | Time | 3:56 | |
| 10 | Rain Dogs | 2:57 | |
| 11 | Midtown (Instrumental) | 1:02 | |
| 12 | 9th & Hennepin | 1:56 | |
| 13 | Gun Street Girl | 4:37 | |
| 14 | Union Square | 2:24 | |
| 15 | Blind Love | 4:19 | |
| 16 | Walking Spanish | 3:06 | |
| 17 | Downtown Train | 3:53 | |
| 18 | Bride Of Rain Dog (Instrumental) | 1:08 | |
| 19 | Anywhere I Lay My Head | 2:48 |
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