Pop Pop

The album was coproduced by David Was and Jones.^[5] Charlie Haden played bass on some of its tracks.^[6] The cover artwork resembles a package of bang snaps.

The New York Times wrote that Jones's "vocal eccentricities, her swoops and shudders and pucker-sweet coos, seem at odds with the material rather than complicitous."^[8] The Calgary Herald noted that "Jones's plaintive, muttering, whispering little-girl voice weaves a web of intimacy around the listener... Still, it's not for every taste."^[7]

1. "My One and Only Love" (Guy Wood, Robert Mellin) – 5:55
2. "Spring Can Really Hang You Up the Most" (Fran Landesman, Tommy Wolf) – 3:57
3. "Hi-Lili, Hi-Lo" (Bronisław Kaper, Helen Deutsch) – 3:38
4. "Up from the Skies" (Jimi Hendrix) – 4:32
5. "The Second Time Around" (Jimmy Van Heusen, Sammy Cahn) – 4:50
6. "Dat Dere" (Bobby Timmons, Oscar Brown, Jr.) – 4:07
7. "I'll Be Seeing You" (Irving Kahal, Sammy Fain) – 3:14
8. "Bye Bye Blackbird" (Mort Dixon, Ray Henderson) – 2:22
9. "The Ballad of the Sad Young Men" (Fran Landesman, Tommy Wolf) – 4:22
10. "I Won't Grow Up" (Carolyn Leigh, Mark Charlap) – 3:11
11. "Love Junkyard" (David Weiss, John Keller) – 4:11
12. "Comin' Back to Me" (Marty Balin) – 5:35

• Rickie Lee Jones, vocals; acoustic guitar on "Comin' Back to Me"
• Robben Ford - acoustic guitar
• Charlie Haden, John Leftwich - acoustic bass
• Walfredo Reyes, Jr. - bongos, shakers
• Bob Sheppard - clarinet on "I'll Be Seeing You", tenor saxophone on "Love Junkyard"
• Joe Henderson - tenor saxophone on "Dat Dere" and "Bye Bye Blackbird"
• Dino Saluzzi - bandoneon on "My One and Only Love", "Hi-Lili Hi-Lo" and "The Ballad of the Sad Young Men"
• Charlie Shoemake - vibraphone on "Love Junkyard"
• Steven Kindler - violin on "Second Time Around"
• David Was - percussion, background vocals
• Michael O'Neill - acoustic guitar on "Up From The Skies" and "Love Junkyard"
• Michael Greiner - hurdy-gurdy on "Comin' Back to Me"
• April Gay, Arnold McCuller, David Was, Donny Gerrard, Terry Bradford - backing vocals