Maidenhair Spleeenwort – Asplenium trichomanes

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AllMusic	[1]

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".

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

• 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