1993 Kelly Willis – Kelly Willis

Andrew Gold, Benmont Tench, Kelly Willis

Kelly Willis (1993, MCA) is the third album from the Austin, Texas-based singer. There were a couple of minor Billboard hits in the No. 63 “Heaven’s Just a Sin Away” (covering a 1977 No. 1 hit for the Kendalls) and the No. 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”.

Tracks

1 Take It All Out On You (Bruce Robison; Mas Palermo) 02:33
2 Heaven’s Just A Sin Away (Jerry Gillespie) 02:30
3 One More Night (Charlie Robison; Mas Palermo) 03:16
4 That’ll Be Me (Kevin Welch) 04:24
5 Whatever Way The Wind Blows (Marshall Crenshaw) 03:22
6 Get Real (John Leventhal; Kelly Willis) 02:56
7 I Know Better Now (Jim Lauderdale) 03:47
8 Up All Night (Libby Dwyer) 04:06
9 World Without You (Kelly Willis; Paul Kennerley) 03:17
10 Shadows Of Love (John Leventhal; Kelly Willis) 04:01

Biography

Kelly Willis

Musicians

Bass	Glenn Worf
Drums	Harry Stinson
Background Vocals	Harry Stinson
Guitar	Billy Bremner
Guitar	Michael Henderson
Acoustic Guitar	Kevin Welch
Bouzouki	Kieran Kane
Mandolin	Kieran Kane
Background Vocals	Kieran Kane
Keyboards	Benmont Tench
Accordion	Fats Kaplin
Fiddle	Fats Kaplin
Background Vocals	Andrew Gold
Background Vocals	Andy Sturmer
Background Vocals	Jonell Mosser
Background Vocals	Roger Manning
Vocals	Kelly Willis

Other Musicians

4 That’ll Be Me

Mandolin

Michael Henderson

5 Whatever Way The Wind Blows

Vocals

Kevin Welch

6 Get Real

Bass	Michael Rhodes
Guitar	John Leventhal
Acoustic Guitar	John Leventhal
Steel Guitar	Dan Dugmore
Organ	John Leventhal
Piano	John Leventhal
Percussion	John Leventhal

8 Up All Night

Acoustic Guitar

Richard Bennett

10 Shadows Of Love

Bass	Don Was
Guitar	John Leventhal
Acoustic Guitar	John Leventhal
Steel Guitar	Dan Dugmore
Organ	John Leventhal
Piano	John Leventhal
Percussion	John Leventhal

Liner Notes

Producer – Don Was, Tony Brown (Tracks 1, 2, 3, 4, 5, 7, 8, 9, 10)
Producer – John Leventhal (Track 6)
Coordinator – Jane Oppenheimer, Jessie Noble
Engineer (Overdubs) – Rik Pekkonen
Engineer (Overdubs Assisted) – Dan Bosworth
Engineer (Second) – Jim DeMain, Marc Frigo (Tracks 1, 2, 3, 4, 5, 7, 8, 9)
Mastered By – Doug Sax
Mixed By – Justin Niebank
Recorded By – Gene Eichelberger, Justin Niebank (Tracks 1, 2, 3, 4, 5, 7, 8, 9)
Recorded By – Scott Ansel (Tracks 6, 10)
Recorded By (Assistant) – Chris Theis (Tracks 6, 10)

Art Direction – Bill Brunt Designs
Photography By – Kurt Markus

Mastered At The Mastering Lab
Mixed At Ocean Way Recording
Recorded At Woodland Studios
Recorded At Quad Recording Studios
Phonographic Copyright MCA Records Inc
Copyright MCA Records Inc