B-Sides & Rarities is a compilation album by Nick Cave and the Bad Seeds, released in March 2005. It features over 20 years of the band's B-sides and previously unreleased tracks. It is also the first recording to include all members of the Bad Seeds, past and present up to the time of its release: current members Mick Harvey, Blixa Bargeld, Thomas Wydler, Martyn P. Casey, Conway Savage, Jim Sclavunos, and Warren Ellis, and former members Barry Adamson, Hugo Race, Kid Congo Powers, Roland Wolf, and James Johnston. A second volume, B-Sides & Rarities Part II, was released in October 2021.

Content In addition to the large number of B-sides that make up the majority of the compilation, the record includes two unreleased songs, two unreleased covers, as well as live and acoustic versions of Bad Seeds tracks.

Some of the tracks were originally released as Nick Cave solo tracks, namely "Helpless", "Cassiel's Song", the Shane MacGowan collaboration "What a Wonderful World", and "A Rainy Night in Soho".

Track listing All songs written by Nick Cave unless otherwise stated.

Disc 1 "Deanna" (Acoustic Version) – 2:51 Acoustic version of the song from "Tender Prey" (Recorded January 8th, 1990 at Fun City Studios). Attached as a bonus 7" to initial pressings of The Good Son album, 1990 "The Mercy Seat" (Acoustic Version) (lyrics: Cave; music: Cave, Harvey) - 3:45 Acoustic version of the song from "Tender Prey", (Recorded May 1989 at Hansa Ton Studios). Attached as a bonus 7" to initial pressings of The Good Son album, 1990 "City of Refuge" (Acoustic Version) – 2:42 Acoustic version of the song from "Tender Prey" (Recorded January 8th, 1990 at Fun City Studios). Attached as a bonus 7" to initial pressings of The Good Son album, 1990 "The Moon is in the Gutter" – 2:35 B-side of "In the Ghetto", 1984 "The Six Strings that Drew Blood" – 4:47 B-side of "Tupelo", 1985 "Rye Whiskey" (Traditional; arranged by Cave and Mick Harvey) - 3:27 Flexidisc in Reflex magazine in 1989 "Running Scared" (Roy Orbison, Joe Melson) - 2:06 B-side of "The Singer", 1986 "Black Betty" (Lead Belly) - 2:32 B-side of "The Singer", 1986 "Scum" (lyrics: Cave; music: Cave, Harvey) - 2:53 Flexidisc sold at concerts, 1986 "The Girl at the Bottom of My Glass" – 4:48 B-side of "Deanna" 12", 1988 "The Train Song" – 3:26 B-side of 'The Ship Song', 1990 "Cocks 'N' Asses" (lyrics: Cave; music: Cave, Victor Van Vugt) - 5:43 B-side of "The Weeping Song", 1990, retitled as "The B-Side Song" on the US single "Blue Bird" – 2:46 B-side of "Straight to You/Jack the Ripper", 1992 "Helpless" (Neil Young) - 3:51 From Neil Young Tribute/Charity Album The Bridge, 1989. Also B-side of "The Weeping Song", 1990 "God's Hotel" – 3:07 Live Radio Session for KCRW Santa Monica. Released on Rare on Air Vol. 1, Mammoth Records, 1992 "(I'll Love You) Till the End of the World" – 3:58 From the original soundtrack Until the End of the World, 1991. Also B-side of "Loverman", 1994 "Cassiel's Song" – 3:35 From the original soundtrack Faraway, So Close, 1993. Also B-side of "Do You Love Me?", 1994 "Tower of Song" (Leonard Cohen) - 5:39 From Leonard Cohen tribute album I'm Your Fan, 1991 "What Can I Give You?" – 3:40 From the French promo give-away with Henry's Dream, 1992

Disc 2 "What a Wonderful World" (George David Weiss, George Douglas) - 3:04 From the single "What a Wonderful World", 1992 "Rainy Night in Soho" (Shane MacGowan) - 3:58 Harvey & Bill McGee – String and woodwind arrangement From the single "What a Wonderful World", 1992 "Lucy" (Version #2) – 2:23 From the single "What a Wonderful World", 1992 "Jack the Ripper" (Acoustic Version) – 4:45 B-side of the limited edition 7" "Straight to You/Jack the Ripper", 1992 "Sail Away" – 4:13 B-side of "Do You Love Me?", 1994 "There's No Night Out in the Jail" (John Harold Ashe) - 3:43 Recorded for a compilation of Australian country music cover versions which was never released, 1993 "That's What Jazz Is to Me" (lyrics: Cave; music: Cave, Harvey, Savage, Wydler) - 5:05 Improvised piece. B-side of "Red Right Hand", 1994 "The Willow Garden" (Traditional; arranged by Cave and Ellis) - 3:59 B-side of "Where the Wild Roses Grow", 1995 "The Ballad of Robert Moore and Betty Coltrane" – 3:35 B-side of "Where the Wild Roses Grow", 1995 "King Kong Kitchee Kitchee Ki-Mi-O" (Traditional; arranged by Cave) - 3:10 B-side of "Henry Lee", 1996 "Knoxville Girl" (Traditional; arranged by Cave and Johnston) - 3:36 B-side of "Henry Lee", 1996 "Where the Wild Roses Grow" – 3:47 Version with original guide vocal by Blixa Bargeld. Previously unreleased, 1995 "O'Malley's Bar Pt. 1" – 5:16 From Mark Radcliffe Radio 1 session, 1996 "O'Malley's Bar Pt. 2" – 6:38 From Mark Radcliffe Radio 1 session, 1996 "O'Malley's Bar Pt. 3" – 4:57 From Mark Radcliffe Radio 1 session, 1996 "Time Jesum Transeuntum et Non Riverentum" (lyrics: Cave; music: Cave, Ellis, Turner, White) - 6:22 Featuring The Dirty 3. Hidden track on X-Files album, 1996 "O'Malley's Bar Reprise" – 1:03 From Mark Radcliffe Radio 1 session, 1996 "Red Right Hand" (Scream 3 version) (lyrics: Cave; music: Cave, Harvey, Wydler) - 6:01 Recorded for the movie Scream 3. Previously unreleased, 1999

Disc 3 "Little Empty Boat" (lyrics: Cave; music: Cave, Bargeld, Casey, Harvey) - 4:26 B-side of "Into My Arms", 1997 "Right Now I'm a-Roaming" (lyrics: Cave; music: Cave, Casey, Harvey, Savage, Wydler) - 4:21 B-side of "Into My Arms", 1997 "Come Into My Sleep" – 3:47 B-side of "(Are You) The One That I've Been Waiting For?", 1997 "Black Hair" (Band Version) – 4:13 B-side of "(Are You) The One That I've Been Waiting For?", 1997 "Babe, I Got You Bad" – 3:51 B-side of "(Are You) The One That I've Been Waiting For?", 1997 "Sheep May Safely Graze" – 4:14 Unreleased studio outtake, 1996 "Opium Tea" (Cave, Savage) - 3:48 Unreleased studio outtake, 1996 "Grief Came Riding" – 5:05 From limited edition of No More Shall We Part album, 2001 "Bless His Ever Loving Heart" – 4:02 From limited edition of No More Shall We Part album, 2001 "Good Good Day" – 4:04 B-side of "As I Sat Sadly By Her Side", 2001 "Little Janey's Gone" – 2:59 B-side of "As I Sat Sadly by Her Side", 2001 "I Feel So Good" (J. B. Lenoir) - 1:44 From the film The Soul of a Man by Wim Wenders, 2003 "Shoot Me Down" – 3:32 B-side of "Bring It On", 2003 "Swing Low" – 5:40 B-side of "Bring It On", 2003 "Little Ghost Song" – 3:44 B-side of "He Wants You/Babe, I'm On Fire", 2003 "Everything Must Converge" – 3:17 B-side of "He Wants You/Babe, I'm On Fire", 2003 "Nocturama" – 4:01 B-side of limited edition 7" "Rock of Gibraltar", 2003 "She's Leaving You" (lyrics: Cave; music: Cave, Ellis, Casey, Sclavunos) - 4:01 B-side of "Nature Boy", 2004 "Under This Moon" – 4:01 B-side of "Breathless/There She Goes, My Beautiful World", 2004

Musicians Bronwyn Adams - backing vocals, violin Barry Adamson - bass, timpani, orchestral arrangements Blixa Bargeld - guitar, backing vocals, vocals, handclaps, slide guitar, pedal steel guitar, feedback guitar, percussion Martyn P. Casey - bass, backing vocals, percussion Nick Cave - vocals, piano, Hammond organ, harmonica, backing vocals, keyboards, whistling, guitar, string synth, sound effects Tony Cohen - backing vocals, percussion Kid Congo Powers - backing vocals, handclaps, slide guitar, tremolo guitar Terry Edwards - brass section Warren Ellis - violin, mandolin, bouzouki, looped violin Mick Gallagher - backing vocals Mick Harvey - guitar, backing vocals, acoustic guitar, bass, organ, drums, string arrangements, piano, Hammond organ, marimba, keyboards, sound effects, cymbals, vibes, xylophone, woodwind arrangement Chas Jankel - backing vocals James Johnston - organ, guitar Shane MacGowan - vocals Anna McGarrigle - backing vocals Kate McGarrigle - backing vocals Bill McGee - string arrangement, woodwind arrangement Astrid Munday - percussion Tracy Pew - bass Hugo Race - guitar Conway Savage - piano, organ, backing vocals, vocals, electric piano, Hammond organ, percussion Jim Sclavunos - drums, brushed snare, tambourine, percussion, tubular bells, organ, bongos, bells, shaker Johnny Turnbull - backing vocals Mick Turner - guitar Victor Van Vugt - drum machine Norman Watt-Roy - backing vocals Jim White - drums Roland Wolf - backing vocals, handclaps, piano Thomas Wydler - drums, percussion, backing vocals, tambourine, handclaps

Musicians by track

Disc 1 "Deanna" (acoustic version) Cave – Vocals Harvey – Guitar, backing vocals Wydler – percussion Congo Powers, Bargeld, Wolf – handclaps, backing vocals "The Mercy Seat" (acoustic version) Cave – vocals Harvey – guitar, backing vocals Wolf – piano Bargeld – backing vocals "City of Refuge" (acoustic version) Cave – Vocals Harvey – guitar, backing vocals Bargeld, Wydler, Congo Powers, Wolf – handclaps, backing vocals "The Moon is in the Gutter" Cave – vocals, piano Bargeld – guitar Race – guitar Adamson – bass Harvey – drums "The Six Strings that Drew Blood" Cave – vocals, whistling Harvey – Guitars, Bass, Keyboard Bargeld – Feedback Guitar "Rye Whiskey" Cave – Vocals, Harmonica Harvey – Acoustic Guitar, Drums Race – Guitar Tracy Pew – Bass "Running Scared" Cave – Vocals Harvey – Drums, String Arrangement Race – Guitar Tracy Pew – Bass "Black Betty" Cave – Vocals Harvey – Drums, Backing vocals Bargeld – Backing vocals "Scum" – 2:53 Cave – Vocals Bargeld – Guitar Harvey – Bass Wydler – Drums "The Girl at the Bottom of My Glass" Cave – Vocals, Guitar, Backing vocals Harvey – Drums, Backing vocals Tony Cohen – Backing vocals "The Train Song" – 3:26 Cave – Vocals, Piano Harvey – Acoustic Guitar, Bass Bargeld – Guitar Congo Powers – Tremolo Guitar Wydler – Drums Harvey & Bill McGee – String Arrangement "Cocks 'N' Asses" Cave – Piano, Vocals, String Synth Harvey – Guitar, Sound Effects Victor Van Vugt – Drum Machine "Blue Bird" Cave – Vocals, Piano, Hammond organ Harvey – Marimba Casey – Bass Wydler – Drums "Helpless" Cave – Vocals, Keyboard Harvey – Acoustic Guitar, Bass, Organ, Drums, Backing vocals Congo Powers – Slide Guitar Bronwyn Adams – Backing vocals "God's Hotel" Cave – Vocals Harvey – Acoustic Guitar Bargeld – Slide Guitar Savage – Piano Casey – Bass Wydler – Drums "(I'll Love You) Till the End of the World" Cave – Vocals, Piano Bargeld – Guitar Harvey – Acoustic Guitar, Bass, String Arrangement Wydler – Drums Bronwyn Adams – Violin "Cassiel's Song" Cave – Vocals, Piano Adamson – Bass, Timpani Harvey – String Arrangement "Tower of Song" Cave – Vocals Harvey – Guitar Bargeld – Guitar, Vocals Casey – Bass Wydler – Drums "What Can I Give You?" Cave – Vocals, Piano Harvey – Acoustic Guitar Savage – Electric Piano Casey – Bass Wydler – Drums

Disc 2 "What a Wonderful World" Cave – Vocals Shane MacGowan – Vocals Harvey – Acoustic Guitar Bargeld – Guitar Savage – Piano Casey – Bass Wydler – Drums Bill McGee – Woodwind Arrangement "Rainy Night in Soho" Cave – Vocals Harvey – Acoustic Guitar, Vibes Bargeld – Guitar Savage – Piano Casey – Bass Wydler – Drums Harvey & Bill McGee – String & Woodwind Arrangement "Lucy" (Version #2) MacGowan – Vocals Cave – Piano, Backing vocals Harvey & Bill McGee – String Arrangement "Jack the Ripper" (acoustic version) Cave – Vocals Harvey – Acoustic Guitar The Bad Seeds – Backing vocals, Percussion "Sail Away" Cave – Vocals, Hammond organ Harvey – Marimba Savage – Backing vocals Casey – Bass Wydler – Drums "There's No Night Out in the Jail" Cave – Vocals, Harmonica organ Harvey – Organ, Guitar Savage – Piano Casey – Bass Wydler – Drums "That's What Jazz is to Me" Cave – Vocals, Piano Savage – Hammond organ Harvey – Bass Wydler – Drums "The Willow Garden" Savage – Vocals, Piano Cave – Hammond organ Ellis – Violin Casey – Bass Harvey – Cymbals "The Ballad of Robert Moore and Betty Coltrane" Cave – Vocals, Hammond organ, Piano, Sound Effects Harvey – Acoustic Guitar Casey – Bass Wydler – Drums, Percussion