01	Chicago						02:15
	02	Raised Right Men						03:24
	03	Talking At The Same Time						04:13
	04	Get Lost						02:42
	05	Face To The Highway						03:42
	06	Pay Me						03:14
	07	Back In The Crowd						02:49
	08	Bad As Me						03:10
	09	Kiss Me						03:41
	10	Satisfied						04:05
	11	Last Leaf						02:55
	12	Hell Broke Luce						03:57
	13	New Year's Eve						04:26

Musicians

Tom Waits – vocals (tracks 1–13), guitar (1–4, 6, 7, 9–11, 13) piano (1, 6, 8, 9), percussion (1, 4, 5, 12), banjo (1), tablas (2), pump organ (11)
Marc Ribot – guitar (1–8, 10–12)
Clint Maedgen – saxophone (1, 3, 4, 8, 10, 12, 13)
Casey Waits – drums (1, 2, 4, 5, 7, 8, 10, 12)
David Hidalgo – guitar (3, 4, 6, 7, 12), violin (6), percussion (7), accordion, bass, background vocals (13)
Ben Jaffe – trombone (1, 3, 4), bass clarinet (1), tuba (12, 13)
Charlie Musselwhite – harmonica (1, 2, 8, 10, 12)
Patrick Warren – keyboards (3–5, 10, 13)
James Whiton – bass (3, 5–7, 11)
Keith Richards – guitar (1, 10–12), vocals (11)
Augie Meyers – vox organ (2), piano (3), accordion (6)
Gino Robair – percussion (3, 5, 10), vibraphone (6)
Larry Taylor – guitar (1, 2), bass (1, 4)
Chris Grady – trumpet (3, 12, 13)
Flea – bass (2, 12)
Will Bernard – guitar (6, 12)
Dawn Harms – violin (5)
Marcus Shelby – bass (9)
Les Claypool – bass (10)
Zack Sumner – bass (13)

Technical personnel

Tom Waits - producer
Kathleen Brennan - producer
Julianne Deery - assistant producer
Karl Derfler - engineer, mixing
Zack Sumner - assistant engineer
Bernie Grundman - mastering

Trevor Hernandez - art direction
Jesse Dylan - photography
Tom Waits - additional photography