Bones Howe, the album's producer, remembers the album's original concept and production approach thus:
[Waits] talked to me about doing this other material [...] He said, "I'm going to do the demos first, and then I'm gonna let you listen to them. Then we should talk about what it should be." I listened to the material and said, "It's like a black-and-white movie." That's where the cover came from. The whole idea that it was going to be a black-and-white movie. It's the way it seemed to me when we were putting it together. Whether or not it came out that way, I don't have any idea, because there's such metamorphosis when you're working on [records]. They change and change.
Pictured on the cover with Waits is a Native American woman named Marsheila Cockrell, who worked at the box office of The Troubadour in Los Angeles. "She was a girl who was... not a girlfriend but she thought she was a girlfriend."
For the album cover Waits wanted to convey the film-noir mood that coloured so many of the songs. Veteran Hollywood portraitist George Hurrell was hired to shoot Waits, both alone and in a clutch with a shadowy female whose ring-encrusted right hand clamped a passport to his chest. The back-cover shot of Tom was particularly good, casting him as a slicked-back hoodlum—half matinee idol, half hair-trigger psychopath. The inner sleeve depicted the soused singer clawing at the keys of his Tropicana upright.
All tracks written by Tom Waits, except where noted.
|1.||"Cinny's Waltz" (Instrumental)||2:17|
|3.||"I Never Talk to Strangers"||3:38|
|4.||"Medley: Jack & Neal/California, Here I Come"||"California, Here I Come" by Joseph Meyer, Al Jolson and Buddy De Sylva||5:01|
|5.||"A Sight for Sore Eyes"||4:40|
|1.||"Potter's Field"||Words: Waits - Music: Bob Alcivar||8:40|