CD: (P) 1988 ISLAND RECORDS, INC.
    (C) 1988 ISLAND VISUAL ARTS, INC. 422-842 470-2;



1.  16 SHELLS FROM A THIRTY-OUGHT-SIX (4:10)  (+/-)
2.  RED SHOES (4:06)
3.  UNDERGROUND (2:20)                        (+/-)
4.  COLD COLD GROUND (3:18)                   (+/-)
5.  STRAIGHT TO THE TOP (2:45)
6.  YESTERDAY IS HERE (2:57)                  (++-)
7.  WAY DOWN IN THE HOLE (4:26)
8.  FALLING DOWN (4:12)*
9.  STRANGE WEATHER (3:20)                     +/-
10. BIG BLACK MARIAH (2:41)
11. RAIN DOGS (3:52)
12. TRAIN SONG (2:54)
13. JOHNSBURG, ILLINOIS (1:32)
14. RUBY'S ARMS (4:44)
15. TELEPHONE CALL FROM ISTANBUL (4:15)       (+/-)
16. CLAP HANDS (4:43)
17. GUN STREET GIRL (4:00)
18. TIME (4:00)


MUSICIANS

MICHAEL BLAIR
Drums, Percussion, Bongos, Brake Drums

RALPH CARNEY
Saxes, Clarinets, Baritone, Horn

GREG COHEN
Electric Bass, Basstarda, Alto Horn

MARC RIBOT
Guitars, Banjo, Trumpet


Accordion, Hammond Organ, Sitar, Conga

Produced by Tom Waits and Kathleen Brennan

Recorded live in Los Angeles, San Francisco,
Dublin, Stockholm and Berlin
All songs recorded live to 24 track and
remixed by Biff Dawes, except "Big Black Mariah",
"Red Shoes", "Time", "Straight to the Top",
"Ruby's Arms", and "Clap Hands", recorded
and mixed live to cassette by John Oster.

*Recorded and mixed by Biff Dawes at Sunset Sound, LA
MUSICIANS:
FRED TACKETT - Guitar
RICHIE HAYWARD - Drums
LARRY TAYLOR - Upright Bass
TOM WAITS - Organ and Vocals
RICHARD HAYWARD and FRED TACKETT appear
courtesy of Warner Bros. Records Inc.
Production Coordinator - Catharina Masters
Associate engineers: Mike Carver, Jack Crymes,
Mark Eschelman, Doug Field, David Glover,
Mike Kloster, David Knight, Scott Woodman, Billy Yodelman.

Location Facilities: Westwood One
Mix Facilities: Sunset Sound and Sound Factory, Los Angeles
Mastered by Howie Weinberg at Masterdisk, New York
Cover Art/Back Cover Art: Lucinda Cowell/
Bruce Peterson/Concept Arts
Project Coordinator: Ellen Smith

All songs written by Tom Waits except
"Strange Weather" and "Yesterday Is Here"
written by Tom Waits and Kathleen Brennan
and "Straight to the Top" written
by Tom Waits and Greg Cohen.

All songs published by Jalma Music, Admin. by Ackee Music,
Inc. (ASCAP) except for "Red Shoes" and "Ruby's Arms"
published by Fifth Floor Music, Inc. (ASCAP)

Island Visual Arts Presents
A Vivid Production
Featuring The Musicians: Michael Blair Ralph Carney
Greg Cohen Marc Ribot Willie Schwarz
Executive Producer - Chris Blackwell
Stage Show Concept - Kathleen Brennan & Tom Waits
Directed by Chris Blum

#16/JUL/94, ANDREY A N




``Well, I feel we should move right into the religious material.''

When you walk through the garden,
You've gotta watch your back.
Well, I beg you're pardon;
Walk the straight and narrow track.

When you walk with Jesus,
He's gonna save your soul.
You've got to keep the Devil;
Well, you've got to keep him
down in the hole.


He's got the fire, people,
he's got the fury at his command.

Oh, you don't have to worry
Hold on to, hold on to... Jesus hand
we'll all be safe from Satan
when the thunder,
when the thunder starts to roll.

We've got to keep the devil,
keep him on down
down in the hole.

That red horned, lousy, low life, underneath our boots..
Praise the Lord.
I don't know what it is.
Two dollar - that demonmiester
Three dollar - that prince devil
Just see if you can come up with a figure that matches your faith

He said, how much has Jesus done for you?
And we got to go in, with our hydrolic system,
and blast him out.

People, can I get an amen?
All the angels, pledge God to sing;
all about Jesus mighty sword.
And they'll shield you with their wings
People, they'll keep you
close to the Lord.

Now don't pay heed to temptation,
For his hands are so cold.
You've got to keep the devil,
keep him on down in the hole.

Down in the hole
Down in the hole
Down in the hole

People, I've got to speak about something...
Can I get an amen?
Can I get an halaluja?
Praise the lord.
God bless you.

The Lord is a very very busy man.
I'll do what I can.
But Jesus is always going for the big picture...
But he's always there to help us out of the little jams too.

Down in the hole
Down in the hole
Down in the hole
Keep him down in the hold

You've got to keep the devil down in the hole
You've got to keep the devil down in the hole
Keep him on down in the hole
Down...down, down, down mighty devil
I send you down below my boots.
down, down, filling my live with anger and strife
Go down mighty devil.
Find a place to live.Down down down...




by Tom Waits & Kathleen Brennan

Will ye take me across the channel
London Bridge is falling down
Strange a woman tries to save
More than a man will try to drown
And its the rain that they predicted
And its the forecast every time
The rose has died because you picked it
And I believe that brandy's mine
And all over the world strangers
Talk only about the weather
All over the world its the same
Its the same!

And the world is getting flatter
And the sky is falling all around
Oh, when nothing is the matter
For I never cry in town
And a love like ours, my dear

Is best measured when its down
And I never buy umberellas
Because theres always one around

And all over the world strangers
Talk only about the weather
All over the world its the same
Its the same!

And you know that its the beginning
And you know that its the end
Once again we are strangers
As the fog comes rolling in

And all over the world strangers
Talk only about the weather
All over the world its the same
Its the same!

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