Written by Billy Strayhorn

I, I used to visit all these very gay places

Those come what may places

Where one relaxes on the axis of the wheel of life
To get a feel of life
From jazz and cocktails

The girls I knew had sad and sullen grey faces
With distintgue traces
That used to be there
You could see where they’ve been washed away
By too many through the day
Twelve o’clock tales

Then suddenly you came along
With a siren song
It tempts me to madness
I thought for a while that your poignant smile
Was tinged with the sadness…
Of a great love for me
But, I was wrong
I was wrong

Life is lonely again,
And only last week, everything seemed so sure.
Now life is awful again,
A trough full of hearts will probably be a bore, a bore

A week I might go to Paris
At least a bite of it
All, all I want to do is laugh in spite of it

I’ll forget you, I will
And yet you are still
Burning inside my brain
Romance is mush
And it stifles those who strive
Well I’ll live a lush life in some small dive
And I, I’ll be alright with the rest
All those whose lives are lonely too.

vocals: Rickie Lee Jones
fender rhoades: Michael Ruff
bass: Reggie McBride

Written by Rickie Lee Jones – Brown-Calilli-Sansone

And when I see the sign
That points one way
A lot I used to pass by
Every day

Just walk away Renee
You won’t see me follow you back home
The empty sidewalks on my block are not the same
You’re not to blame

Your name and mine
Inside a heart upon a wall
Still finds a way to haunt me
Though they’re so small

Just walk away Renee
You won’t see me follow you back home
Now as the rain beats down upon my weary eyes
For me it cries

From deep inside the tears that I’m forced to hide
From deep inside my tears I’m forced to cry

Just walk away Renee
You won’t see me follow you back home
The empty sidewalks on my block are not the same
You’re not to blame.

vocals: Rickie Lee Jones
percussion: Michael Fisher
synthesizers: Michael Ruff, Michael Boddicker and Rickie Lee Jones

Written by Rickie Lee Jones

I would call him, Hey Bub
He had a little place he kept for me
And he would tell me –
He was so in love
He moved us to a home there
A place where he’d take care of me
And I’d always know where he’d be

I don’t know, it happened so fast
sometimes all I see is lonely
Oh lonely

He’s gone and I don’t like to here anymore
And all the places that saw us meet
They’re tearing them all down
Oh, there’s not much left of our old town

I would call him, Hey Bub
He had a little place he kept for me
And he would answer –
Oh, I miss him

vocals: Rickie Lee Jones
synthesizer: Michael Boddicker, Rickie Lee Jones

Written by Rogers-Hart

My funny Valentine,
My sweet comic Valentine
You make me smile with my heart
Your looks, they are laughable
Baby they’re un-photographable
But still, still you’re my favorite work of art

Is your figure less than Greek
Is your mouth a little weak
When you open it to speak, Baby, are you smart, are you smart
Babe, don’t change one hair for me
Not if you care for me
Stay my funny Valentine, stay
Each day is my Valentine’s Day.

vocals: Rickie Lee Jones

Written by Resnick-Young

When the sun beats down
And melts the tar up on the roof
And your shoes get so hot
You wish your tired feet were fire-proof

Under the Boardwalk
Down by the sea, yeah
On a blanket with my baby’s
Where I`ll be

Oh there’s the park
And the carousel
Ooh you know you can almost taste
The hot dogs and french fries they sell

Under the Boardwalk, out of the sun
Under the Boardwalk, we`ll be having some fun
Under the Boardwalk, people walking above
Under the Boardwalk, we`ll be falling in love
Under the Boardwalk, Boardwalk.

vocals: Rickie Lee Jones
vocals: Leslie Smith, Michael Ruff, Arno Lucas, Sal Bernardi
percussion and the marimba: Victor Feldman
congas and triple scale: Lenny Castro

Written by Tom Waits

You used to dream yourself away each night
To places that you’d never been
On wings made of wishes
That you whispered to yourself
Back when every night the moon and you
Would sweep away to places
That you knew
Where you would never get the blues

Well now, whiskey gives you wings
To carry each one of your dreams
And the moon does not belong to you
But I believe that your heart
Keeps young dreams
Well, I’ve been told
To keep from ever growing old
And a heart that has been broken
Will be stronger when it mends

Don’t let the blues stop you singing
Darlin’, you’ve only got a broken wing
Hey, you just hang on to my rainbow
Hang on to my rainbow
Hang on to my rainbow sleeve.

vocals: Rickie Lee Jones
piano: Randy Kerber
string arrangement: Johnny Mandell

Written by Larsen-Hall

You’ll always find what you’re after, baby
You’ll find the sun and laughter
So long, my darling, so long

You’re alone
Can’t seem to find you anywhere
But I know you’re better there
So long, my darling, so long

Lie awake
Thinking about you endlessly
I will wait
Under the stars
It’s always free.

vocals: Rickie Lee Jones
vocals: Mike Ruff
fender rhoades: Neil Larsen
oboe: Earl Dannar

Written by Barnes

Something cool
I’d like to order something cool
It’s so warm here in town
And this heat gets me down
And I’d like something cool
My, it’s nice

Just to sit down and rest awhile
Hey, you know it’s a shame
But I can’t think of your name
But I remember your smile
Well, I don’t ordinarily drink
With strangers
I guess I usually just, just drink alone
But you were so nice to ask me
And I’m so terribly far from home
Like my dress, well, I must confess
It’s very old
Hey, but it’s simple and neat
And it’s just right for this heat
Hey, I will save my furs for the cold
A cigarette, no, I don’t smoke them
As a rule
But, I’ll have one, it might be fun
With something

I’ll bet you wouldn’t imagine
But I once had a house
With so many rooms
I couldn’t count them all
Yeah, I know you wouldn’t imagine
But I had fifteen different guys
Who would beg and beg to take me to a ball
And I know you wouldn’t picture me
The time I went to Paris in the fall
Oh who would think the guy I loved
Was quite so handsome and quite so tall

Well, it’s through, it’s through
That was just a memory I had
One I guess I almost forgot
Oh, ’cause the weather’s so hot
And I’m feeling so bad
About a date
Oh wait, I’m such a fool
He’s just a guy who stopped to buy me
Something cool.

vocals: Rickie Lee Jones
fender rhoades: Neil Larsen
synthesizer: Lyle Mays