All compositions written by Tom Waits.

All lyrics (C) 1982 Jalma Music

All rights reserved. Used by permission



All songs arranged by Tom Waits except 'Underground', 'Johnsburg, Illinois',

'Rainbirds' and 'In The Neighborhood' arranged by Tom Waits & Francis Thumm



Recorded & mixed by Biff Dawes

All songs recorded at Sunset Sound, August 1982 except 'Dave The Butcher' was

recorded at Leeds Instrument Rental. 'Frank's Wild Years' was recorded by Tim Bo

Production coordinator: Michael Solomon

Assistant engineers: Peggy McCreary, Richard McKernon, Bill Jackson

Mastered by Jeff Sanders at Kendun Recorders

Inner sleeve photo by Michael Russ

Album cover concept & design by Michael Russ & Tom Waits

Art director: Frank Mulvey



Management: Rothberg/Gerber



Dedicated to my wife, Kathleen. Special thanks to Don Passman, Francis Thumm,

Biff Dawes, Victor Feldman, Arlyne Rothberg & Bill Gerber and Peggy McCreary