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