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I first heard Waits sing "Innocent When You Dream" at the close of the motion picture "Smoke." When I heard it, I was dumbfounded, not so much by the song itself, as by the way Waits sang it. The song almost always brings me to tears when I hear Waits sing it. In my arrangement, first an accordion and then two trombones are used to carry the melody. In no way are these instruments as dramatic as Waits' voice, but I believe they do carry with them some of the melancholy Waits intended.