: Moving away from the "carnival clank" of earlier works like Swordfishtrombones , Alice utilizes a "skeleton chamber orchestra" featuring pump organ , Stroh violins , cello , and vibraphone .

Though released in 2002 alongside Blood Money , the material for Alice was originally written in 1992 for a theatrical production directed by at the Thalia Theatre in Hamburg.

Waits described the album as "adult songs for children, or children's songs for adults".