The record was produced by T Bone Burnett and recorded by Mike Piersante during a three-day session at Nashville's Sound Emporium Studio in 2009. Joining Costello were Jerry Douglas on dobro, Stuart Duncan on fiddle, Mike Compton on mandolin, Jeff Taylor on accordion and Dennis Crouch on double bass, some of the most highly regarded artists and musicians in traditional American country music, bluegrass and beyond.

Track Listing
1. Down Among the Wines and Spirits
2. Complicated Shadows
3. I Felt the Chill
4. My All Time Doll
5. Hidden Shame
6. She Handed Me a Mirror
7. I Dreamed of My Old Lover
8. How Deep Is the Red
9. She Was No Good
10. Sulphur to Sugarcane
11. Red Cotton
12. The Crooked Line
13. Changing Partners
14. Femme Fatale
15. What Lewis Did Last