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All songs written by Tom Waits and Kathleen Brennan.
- "Top of the Hill" – 4:55
- Larry Taylor - Bass
- Marc Ribot - Guitar
- Brain - Percussion
- Casey Waits - Turntables
- Tom Waits - Vocal
- "Hoist That Rag" – 4:20
- Les Claypool - Bass
- Marc Ribot - Guitar
- Brain - Percussion
- Casey Waits - Percussion
- Tom Waits - Vocal
- "Sins of My Father" – 10:36
- Larry Taylor - Bass
- Marc Ribot - Guitar, Banjo
- Tom Waits - Vocal, Guitar
- Brain - Percussion
- "Shake It" – 3:52
- Les Claypool - Bass
- Brain - Percussion, Claps
- Larry Taylor - Guitar
- Marc Ribot - Guitar
- Casey Waits, Mark Howard, Trisha Wilson - Claps
- Tom Waits - Vocal
- "Don't Go into That Barn" – 5:22
- Larry Taylor - Guitar, Bass
- Harry Cody - Guitar
- Brain - Percussion
- Casey Waits - Percussion
- Tom Waits - Vocal, Percussion
- "How's It Gonna End" – 4:51
- Harry Cody - Banjo
- Larry Taylor - Bass
- Tom Waits - Vocal, Guitar
- "Metropolitan Glide" – 4:13
- Larry Taylor - Bass
- Harry Cody - Guitar
- Brain - Percussion
- Casey Waits - Turntables
- Tom Waits - Vocal, Guitar
- "Dead and Lovely" – 5:40
- Larry Taylor - Bass
- Casey Waits - Drums
- Marc Ribot - Guitar
- Tom Waits - Vocal, Guitar
- "Circus" – 3:56
- Tom Waits - Vocal, Chamberlain
- Casey Waits - Drums
- Mark Howard - Bells
- "Trampled Rose" – 3:58
- Marc Ribot - Cigar Box Banjo
- Larry Taylor - Bass
- Brain - Percussion
- Tom Waits - Vocal
- "Green Grass" – 3:13
- Larry Taylor - Bass
- Tom Waits - Vocal, Guitar
- "Baby Gonna Leave Me" – 4:29
- Les Claypool - Bass
- Marc Ribot - Guitar
- Brain - Percussion
- Tom Waits - Vocal, Shakers
- "Clang Boom Steam" – 0:46
- Tom Waits - Vocal
- "Make It Rain" – 3:39
- Larry Taylor - Bass
- Casey Waits - Drums
- Marc Ribot - Guitar
- Tom Waits - Vocal
- "Day After Tomorrow" – 6:56
- Larry Taylor - Bass
- Marc Ribot - Guitar
- Tom Waits - Vocal, Guitar
- "Chickaboom" – 1:17 (hidden track)
- Tom Waits - Vocal
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