"When we came up with that, I just kept laughing because it was such a boy rock song. I wasn't sure I wanted to go down that path. We were writing it and writing it."
"I had to pick up the kids from school, and I was gone about 30 minutes. When I came back, I came back with all these lyric ideas. So, I gave into it," she says laughing. "It was kind of a silly fun song. We each got our parts on there. We each got a verse."
Probably the oddest choice was Wills' cover of "Success," penned in part by David Bowie, and made famous by Iggy Pop.
"Chuck was playing all these songs, and I kept saying 'no no no no.' He finally started to sit down with the guitar in front of me and started to revisit some of the things he sent me. He started playing that one for me a little bit. It sounded kind of intriguing. I didn't remember it from the CDs he sent me."
"That line about the Chinese rug is just so silly. It's a fun song, and I thought that it would be something different and unexpected enough. If you're doing a song that people know, you need it to be something that is different enough from you that you're bringing a different element to it."
"I'm not going to record somebody who does music that's very similar to mine. There's no reason to. They did it, and that's that. I could never do a better version of an Iggy Pop song, but I could do a different one."
Born into a military family, Willis' musical interest first came from her mother. Willis joined her first band in high school, becoming the lead vocalist for Kelly Willis & the Fireballs, a rockabilly band with drummer Mas Palermo - he would become Willis' first husband - on drums. The band moved to Austin after Willis graduated high school.
(On the new disc, Willis' take on Adam Green's "Teddy Bears" hearkens back to her rockabilly days.)
Although the Fireballs soon broke up, Willis eventually was noticed by key Texas singers Lyle Lovett and Nanci Griffith. Griffith introduced MCA producer Tony Brown to Willis, who signed her to the label in 1989.
She released "Well Travelled Love' in 1990, followed by "Bang Bang" in 1991 and a self-titled disc in 1993. Willis never became a big seller. Nor did she ever have a hit single among the three released. "Heaven's Just a Sin Away" may be the best known, and that only reached number 63 on the Billboard chart in 1993.
The following year, Willis and MCA parted ways. She recorded an EP for A&M, "Fading Fast," which at one point was only available in Texas.
Willis decided to go on her own recording "What I Deserve," which was eventually picked up by Rykodisc in 1999, receiving a lot of praise.
Three years later came "Easy," considered a response to her life of starting a family.
While life has changed personally for Willis, so has the music scene with the record business in flux and a husband who is a musician himself (Robison just had his song "Wrapped" go to number one courtesy of George Strait).
As for balancing their careers, Willis says, "It does require a lot of organization, which neither of us is good at. We try to really give each other time. Bruce does perform and play. He's put an EP out in May."
"Once of us tries to stay home with the kids, and the other one goes out (doing shows)," Willis says.
"For the most part, we try to one, be with the kids and the other, be working. I went out for the past two weekends, and Bruce will be out this coming weekend, and then I'll go out the weekend after that."
"We really space it out as best we can...We're working a lot right now. Normally we can space it a little bit better. Right now, it's a little stressful for our family. When there's just one parent around, it's hard for the kids to get the attention they need. They start whining and fighting more. The parent starts to lose their mind."
"You know, we really have a lot of respect for each other's careers and realize in order for us to be happy we both we need to feel we're getting to do what we want to do with our careers. It's a lot of juggling."
Willis also recognizes the music business has changed in five years.
"That's the beauty of not fitting into any category my entire career. I can't worry about that. I have no idea how well it'll be received it or if anybody would buy it. I can't let that lead me or let that be my focus or concern. All I can do is make music that I think is good and to make a record that I'm really proud of and after that try to figure out how I can get people to hear it."
"It is a completely different world than it used to be, one of the wonderful things I learned when I was in Nashville on a major label with plenty of money to spend - it's completely irrelevant now. I just have to trust that Ryko that will figure out how to get it to people who would be interested in hearing it and hope that making a record that I like is good enough."
Will Willis take another five years for a new CD or is she going to go the way of Lucinda Williams and become more prolific as she gets older? "I'm going to try really try hard to start working on another one right away. I'd love to get another one out in two years. That's a realistic goal for me. That's my goal."