All songs written by Tom Waits.
- "Take Me Home" – 2:27
- "Train Song" – 3:26
- "Jersey Girl" – 3:45
- "Temptation" – 3:05
- "Falling Down" – 5:18
- "Invitation to the Blues" – 4:23
- "Cinny's Waltz" – 2:34
- "Frank's Theme" – 3:10
- "Little Boy Blue" – 2:58
- "I Don't Wanna Grow Up" – 4:30
- "Tango Til They're Sore" – 4:28
- "(Looking For) The Heart of Saturday Night" – 3:37
- "Soldiers Things" – 3:23
- "I Want You" – 2:56
- "Good Old World" – 1:35
- "The Briar and the Rose" – 5:28
- "Shiver Me Timbers" – 4:32
- Musicians
- Cyro Baptista – percussion
- Anne Bourne – cello
- Dougie Bowne – drums
- Kevin Breit – guitar, national steel guitar, slide guitar
- Holly Cole – vocals
- The Colettes – background vocals
- Charles Daellenbach – tuba
- Aaron Davis – arranger, brass arrangement, piano, string arrangements
- Rhoda Dog – vocals
- Phil Dwyer – horn arrangements, alto sax, baritone sax
- Anne Lederman – violin
- Howard Levy – harmonica
- Fred Mills – trumpet
- David Ohanian – french horn
- Douglas Perry – viola
- David Piltch – arranger, bass, acoustic bass, percussion
- Ronald Romm – trumpet
- Earl Seymour – horn arrangements, baritone sax
- Eugene Watts – trombone
- Perry White – horn arrangements, tenor sax
- Production
- Robin Aubé – assistant engineer
- Julian Baglioni – assistant engineer
- W. Tom Berry – executive producer
- Sandeep Bhandari – assistant engineer
- Rodney Bowes – design
- Bill Emmons – assistant engineer
- Victor Florencia – assistant engineer
- Scott James – assistant engineer
- Fred Kervorkian – assistant engineer
- Danny Kopelson – engineer
- Andrew MacNaughtan – photography
- Jo Rossi – assistant engineer
- Doug Sax – mastering
- Craig Street – producer