Alice

The songs were written by Waits and Kathleen Brennan for Robert Wilson's Alice, which premiered at the Thalia Theatre in Hamburg in December 1992. The play concerns Lewis Carroll's obsession with Alice Liddell. Waits called the songs adult songs for children, or children's songs for adults. They had circulated for years as a bootleg called The Alice Demos, believed to come from studio recordings taken when Waits's car was broken into in late 1992. The official album arrived in 2002, alongside Blood Money.

The songs draw on his interest in circus performers: Poor Edward is about Edward Mordake and Table Top Joe is about Johnny Eck. The arrangements use the Stroh violin, a violin with a horn attached to the bridge. Altar Boy was in the play but not on this record, and appeared on Orphans in 2006. Metacritic ranked the album second among the albums of 2002, and by 2003 it had sold 140,000 copies in the US. Explaining the double release, Waits said that if you are going to heat up the stove there is no point in making just one pancake.