(Taken from the inner sleeve of the LP)



  Tom Waits: Vocal
  Victor Feldman: Bass marimba
  Larry Taylor: Acoustic bass
  Randy Aldcroft: Baritone horn
  Stephen Taylor Arvizu Hodges: Drums
  Fred Tackett: Electric guitar

Rattle Big Black Bones
in the Danger zone
there's a rumblin' groan
down below
there's a big dark town
it's a place I've found
there's a world going on
  UNDERGROUND
they're alive, they're awake
while the rest of the world is asleep
below the mine shaft roads
it will all unfold
there's a world going on
  UNDERGROUND
all the roots hang down
swing from town to town
they are marching around
down under your boots
all the trucks unload
beyond the gopher holes
there's a world going on
  UNDERGROUND



-----------

  Tom Waits: Chair, vocal
  Stephen Taylor Arvizu Hodges: Drums
  Randy Aldcroft: Trombone
  Victor Feldman: Marimba, bass marimba & shaker, bass drum with rice
  Larry Taylor: Acoustic bass
  Fred Tackett: Banjo, guitar
  Francis Thumm: Metal aunglongs

Well with buck shot eyes and a purple heart
I rolled down the national stroll
and with a big fat paycheck
strapped to my hip sack
and a shore leave wristwatch underneath
my sleeve
in a Hong Kong drizzle on Cuban heels
I rowed down the gutter to the Blood Bank
and I'd left all my papers on the Ticonderoga
and was in a bad need of a shave
and so I slopped at the corner on cold chow mein
and shot billards with a midget
until the rain stopped
and I bought a long sleeved shirt
with horses on the front
and some gum and a lighter and a knife
and a new deck of cards (with girls on the back)
and I sat down and wrote a letter to my wife

and I said Baby, I'm so far away from home
and I miss my Baby so
I can't make it by myself
I love you so

Well I was pacing myself
trying to make it all last
squeezing all the life
out of a lousy two day pass
and I had a cold one at the Dragon
with some Filipino floor show
and talked baseball with a lieutenant
over a Singapore sling
and I wondered how the same moon outside
over this Chinatown fair
could look down on Illinois
and find you there
and you know I love you Baby

and I'm so far away from home
and I miss my Baby so
I can't make it by myself
I love you so

Shore Leave...
Shore Leave...



----------------

  Tom Waits: Hammond B-3 organ
  Victor Feldman: Bass boo bams



-------------------

  Tom Waits: Vocal, piano
  Greg Cohen: Bass

She's my only true love
she's all that I think of
look here in my wallet
that's her
She grew up on a farm there
there's a place on my arm
where I've written her name
next to mine
you see I just can't
live without her
and I'm her only boy
and she grew up outside McHenry
in Johnsburg, Illinois



---------------------

  Tom Waits: Vocal
  Stephen Taylor Arvizu Hodges: Drums
  Larry Taylor: Acoustic bass
  Fred Tackett: Electric guitar
  Victor Feldman: Brake drum, bell plate, snare
  Joe Romano: Trombone

I plugged 16 shells from a thirty-ought-six
and a Black Crow snuck through
a hole in the sky
so I spent all my buttons on an
old pack mule
and I made me a ladder from
a pawn shop marimba
and I leaned it up against
a dandelion tree

And I filled me a sachel
full of old pig corn
and I beat me a billy
from an old French horn
and I kicked that mule
to the top of the tree
and I blew me a hole
'bout the size of a kickdrum
and I cut me a switch
from a long branch elbow

Chorus
I'm gonna whittle you into kindlin'
Black Crow 16 shells from a thirty-ought-six
whittle you into kindlin'
Black Crow 16 shells from a thirty-ought-six

Well I slept in the holler
of a dry creek bed
and I tore out the buckets
from a red Corvette, tore out the buckets from a red Corvette
Lionel and Dave and the Butcher made three
you got to meet me by the knuckles of the skinnybone tree
with the strings of a Washburn
stretched like a clothes line
you know me and that mule scrambled right through the hole

Repeat Chorus

Now I hold him prisoner
in a Washburn jail
that stapped on the back
of my old kick mule
strapped it on the back of my old kick mule
I bang on the strings just
to drive him crazy
I strum it loud just to rattle his cage
strum it loud just to rattle his cage

Repeat Chorus



------------------

  Tom Waits: Vocal harmonium, synthesizer, Freedom Bell
  Anthony Clark Stewart: Bag pipes
  Clark Spangler: Synthesizer program

Well it's hotter 'n blazes and all the long faces
there'll be no oasis for a dry local grazier
there'll be no refreshment for a thirsty jackaroo
from Melbourne to Adelaide on the overlander
with newfangled buffet cars and faster locomotives
the train stopped in Serviceton less and less often
There's nothing sadder than a town with no cheer
Voc Rail decided the canteen was no longer necessary there
no spirits, no bilgewater and 80 dry locals
and the high noon sun beats a hundred and four
there's a hummingbird trapped in a closed down shoe store

This tiny Victorian rhubarb
kept the watering hole open for sixty five years
now it's boilin' in a miserable March 21 st
wrapped the hills in a blanket of Patterson's curse
the train smokes down the xylophone
there'll be no stopping here
all ya can be is thirsty in a town with no cheer
no Bourbon, no Branchwater
though the townspeople here
fought her Vic Rail decree tooth and nail
now it's boilin' in a miserable March 21 st
wrapped the hills in a blanket of Patterson's curse
the train smokes down the xylophone
there'll be no stopping here
all ya can be is thirsty in a town with no cheer



-------------------

  Tom Waits: Vocal
  Victor Feldman: Hammond B-3 organ, snare drum, bells
  Stephen Taylor Arvizu Hodges: Parade drums, cymbals
  Larry Taylor: Acoustic bass
  Richard Reichenbach: Trombone
  Randy Aldcraft: Baritone horn
  Dick (Slyde) Hyde: Trombone

Well the eggs chase the bacon
round the fryin' pan
and the whinin' dog pidgeons
by the steeple bell rope
and the dogs tipped the garbage pails
over last night
and there's always construction work
bothering you
In the neighborhood
In the neighborhood
In the neighborhood

Friday's a funeral
and Saturday's a bride
Sey's got a pistol on the register side
and the goddamn delivery trucks
they make too much noise
and we don't get our butter
delivered no more
In the neighborhood
In the neighborhood
In the neighborhood

Well Big Mambo's kicking
his old grey hound
and the kids can't get ice cream
'cause the market burned down
and the newspaper sleeping bags
blow down the lane
and that goddamn flatbed's
got me pinned in again
In the neighborhood
In the neighborhood
In the neighborhood

There's a couple Filipino girls
gigglin' by the church
and the windoe is busted
and the landlord ain't home
and Butch joined the army
yea that's where he's been
and the jackhammer's diggin'
up the sidewalks again
In the neighborhood
In the neighborhood
In the neighborhood



-------------------------------

  Tom Waits: Harmonium
  Joe Romano: Trumpet


------------------

  Tom Waits: Vocal
  Ronnie Barron: Hammond organ
  Larry Taylor: Acoustic bass

Well Frank settled down in the Valley
and hung his wild years
on a nail that he drove through
his wife's forehead
he sold used office furniture
out there on San Fernando Road
and assumed a $30,000 loan
at 15 1/4 % and put down payment
on a little two bedroom place
his wife was a spent piece of used jet trash
made good bloody marys
kept her mouth shut most of the time
had a little Chihuahua named Carlos
that had some kind of skin disease
and was totally blind. They had a
thoroughly modern kitchen
self-cleaning oven (the whole bit)
Frank drove a little sedan
they were so happy

One night Frank was on his way home
from work, stopped at the liquor store,
picked up a couple Mickey's Big Mouths
drank 'em in the car on his way
to the Shell station, he got a gallon of
gas in a can, drove home, doused
everything in the house, torched it,
parked across the street, laughing,
watching it burn, all Halloween
orange and chimney red then
Frank put on a top forty station
got on the Hollywood Freeway
headed north

Never could stand that dog



-----------------

  Tom Waits: Vocal
  Victor Feldman: Marimba, conga, bass drum, dabuki drum
  Larry Taylor: Electric bass
  Greg Cohen: Acoustic bass

Well he came home from the war
with a party in his head
and modified Brougham DeVille
and a pair of legs that opened up
like butterfly wings
and a mad dog that wouldn't
sit still
he went and took up with a Salvation Army
Band girl
who played dirty water
on a swordfishtrombone
he went to sleep at the bottom of
Tenkiller lake
and he said "gee, but it's
great to be home."

Well he came home from the war
with a party in his head
and an idea for a fireworks display
and he knew that he'd be ready with
a stainless steel machete
and a half a pint of Ballentine's
each day
and he holed up in room above a hardware store
cryin' nothing there but Hollywood tears
and he put a spell on some
poor little Crutchfield girl
and stayed like that for 27 years

Well he packed up all his
expectations he lit out for California
with a flyswatter banjo on his knee
with a lucky tiger in his angel hair
and benzedrine for getting there
they found him in a eucalyptus tree
lieutenant got him a canary bird
and shaked her head with every word
and Chesterfielded moonbeams in a song
and he got 20 years for lovin' her
from some Oklahoma governor
said everything this Doughboy
does is wrong

Now some say he's doing
the obituary mambo
and some say he's hanging on the wall
perhaps this yarn's the only thing
that holds this man together
some say he was never here at all

Some say they saw him down in
Birmingham, sleeping in a
boxcar going by
and if you think that you can tell a bigger tale
I swear to God you'd have to tell a lie...




  Tom Waits: Vocal
  Stephen Taylor Arvizu Hodges: Drums
  Eric Bikales: Organ
  Larry Taylor: Acoustic bass
  Victor Feldman: Snare & tamborine
  Carlos Guitarlos: Electric guitar

He went down down down
and the devil called him by name
he went down down down
hangin' onto the back of a train
he went down down down
this boy went solid down
always chewed tobacco
and the bathtub gin
always chewed tobacco
and the bathtub gin
he went down down down
this boy went solid down
he went down

Well he went down down down
and the jumped on his head
he went down down down
stayin' in a broken down shed
he went down down down
sleepin' in the devil's bed
he went down down down
never listened to the words I said
he went down down down down
he went down

Well he went down down down
and the devil said where you been
he went down down down
he screamin' down around the bend
down down down
this boy went solid down

He was always cheatin'
and he always told lies
he was always cheatin'
and he always told lies
he went down down down
down down down
this boy went solid down
he went down



----------------

  Tom Waits: Vocal
  Greg Cohen: Acoustic bass

Davenports and kettle drums
and swallow tail coats
table cloths and patent leather shoes
bathing suits and bowling balls
and clarinets and rings
and all this radio really
needs is a fuse
a tinker, a tailor
a soldier's things
his rifle, his boots full of rocks
and this one is for bravery
and this one is for me
and everything's a dollar
in this box

Cuff links and hub caps
trophies and paperbacks
it's good transportation
but the brakes aren't so hot
neck tie and boxing gloves
this jackknife is rusted
you can pound that dent out
on the hood
a tinker, a tailor
a soldier's things
his rifle, his boots full of rocks
oh and this one is for bravery
and this one is for me
and everything's a dollar
in this box



--------------

  Tom Waits: Vocal
  Stephen Taylor Arvizu Hodges: Drums
  Fred Tackett: Electric guitar
  Larry Taylor: Acoustic bass

I got a belly full of you
and that Leavenworth stuff
now I'm gonna get out
And I'm gonna get tough
you been lying to me
How could you crawl so low
with some gin-soaked boy
that you don't know

I come home last night
full a filth of Old Crow
you said you goin' to your ma's
but where the hell did you go
you went and slipped out nights
you didn't think that I'd know
with some
gin-soaked boy that you don't know

Well I would bet you as far
as Oklahoma by now
the dogs are barking out back
and you're knittin' your brow
well I'm on your tail I sussed your M.O.
from some gin-soaked boy
boy that you don't know



----------------

  Tom Waits: Vocal
  Victor Feldman: African talking drum
  Stephen Taylor Arvizu Hodges: Parade bass drum
  Larry Taylor: Acoustic bass

Well I pulled on trouble's braids
and I hid in the briars
out by the quick mud
stayin' away from the main roads
passin' out wolf tickets
downwind from the blood hounds
and I pulled on trouble's braids
and I lay by a cypress
as quiet as a stone
'til the bleeding stopped
I blew the weather vane
off some old road house
I build a fire in the
skeleton back seat of an old Tucker
and I pulled on trouble's braids
I spanked cold red mud
where the hornet stung deep
and I tossed in the ditch
in a restless sleep
and I pulled on trouble's braids
I hung my rain-soaked jacket
on some old barbed wire
poured cold rusty water
on a miserable fire
I pulled on trouble's braids
the creek was swollen by daybreak and I could just
barely see
and I floated downstream
on an old dead tree
and I pulled on trouble's braids
I pulled on trouble's braids
I pulled on trouble's braids
I pulled on trouble's braids



---------

  Tom Waits: Piano
  Greg Cohen: Acoustic bass
  Francis Thumm, Stephen Taylor Arvizu Hodges & Richard Gibbs:
    Glass harmonica



All compositions wriien 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.


ðÏÐÕÌÑÒÎÏÓÔØ: 8, Last-modified: Tue, 05 Nov 1996 06:17:23 GmT