Kelly Willis (album)

Kelly Willis is the third album from the Austin, Texas-based singer. There were a couple of minor Billboard hits in the #63 "Heaven's Just a Sin Away" (covering a 1977 #1 hit for The Kendalls) and the #72 "Whatever Way the Wind Blows." Also of note is a duet with Kevin Welch, "That'll Be Me."

Tony Brown produced the album, with co-production by Don Was and John Leventhal on the tracks "Get Real" and "Shadows of Love".

Track listing

 * 1) "Take It All Out on You" (Bruce Robison, Mas Palermo) – 2:33
 * 2) "Heaven's Just a Sin Away" (Jerry Gillespie) – 2:30
 * 3) "One More Night" (Palermo, Charlie Robison) – 3:17
 * 4) "That'll Be Me" [with Kevin Welch] (Kevin Welch) – 4:23
 * 5) "Whatever Way the Wind Blows" (Marshall Crenshaw) – 3:23
 * 6) "Get Real" (Kelly Willis, John Leventhal) – 2:56
 * 7) "I Know Better Now" (Jim Lauderdale) – 3:48
 * 8) "Up All Night" (Libby Dwyer) – 4:06
 * 9) "World Without You" (Willis, Paul Kennerley) – 3:17
 * 10) "Shadows of Love" (Willis, Leventhal) – 4:02

Personnel

 * Richard Bennett – acoustic guitar
 * Billy Bremner – electric guitar
 * Dan Dugmore – steel guitar
 * Andrew Gold – background vocals
 * Mike Henderson – electric guitar, mandolin
 * Jellyfish (band) – background vocals
 * Kieran Kane – bouzouki, mandolin, background vocals
 * Fats Kaplin – accordion, fiddle, flute
 * John Leventhal – acoustic guitar, electric guitar, organ, percussion, piano
 * Roger Joseph Manning Jr. – background vocals
 * Jonell Mosser – background vocals
 * Michael Rhodes – bass guitar
 * Harry Stinson – drums, background vocals
 * Andy Sturmer – background vocals
 * Benmont Tench – keyboards
 * Don Was – bass guitar
 * Kevin Welch – acoustic guitar and duet vocals on "That'll Be Me"
 * Kelly Willis – lead vocals, background vocals
 * Glenn Worf – bass guitar