"Tom Waits has been a big hero of mine for years. His basic thing has always been romanticism tingled with black humour, and once he started collaborating with his Irish bride Kathleen Brennan she obviously taught him a lot of strange songs and stories that gave new life to his heart and soul. You can hear this on Rain Dogs. It's an amazing album. The songs are like hymns, they make you want to laugh and cry, and I still love it to this day."
- Shane MacGowan, from Mojo Magazine, October 2004

Having seen KNOCKED UP quite a few many times, I became envious of Paul Rudd for one reason and one reason alone...well, maybe not ONE reason but a crucial excuse nevertheless: that Tom Waits T-shirt.

It's likely the scene before his Pete character heads off to play fantasy baseball draft behind his wife's back, but this scene shows Rudd with a T-shirt boasting the cover of what has managed to become one of my all-time favorite albums: RAIN DOGS. Rudd then came on a talk show with a Bill Hicks T-shirt, and I think I felt my face turn green. Bruce Banner had nothing on me.

Tom Waits managed to turn a corner into a dark alley back in 1983, but not in a worrisome way. That is unless, of course, you had grown accustomed to Waits' sound, which was still that of the barfly raconteur writing mini-movies wherein two-bit thugs, lowlives, dreamers and lovers find their place, or any place, in the world outside. Nighthawks rub shoulders with insomniacs and gypsy hacks in strange Victorian cafes where the patty melts have minds of their own. The ghosts of old lovers and old acquaintances come back to haunt a man to the point where he's paranoid and drowning his sorrows away in whiskey. Little boys who run away from home find a place they can call shelter, where a royal flush can never beat a pair and they sleep like babies, with pillows and the Sandman.

By that point in time, in the early 1980s, Waits found love and inspiration in Kathleen Brennan, and had developed a thirst to mutate his ideas with influences more left-of-center than Henry Mancini or Jack Kerouac. You could hear it in the brilliant, two-minute stomp of "Underground," the lead-off track on Waits' Swordfishtrombones, directly influenced by Brecht/Weill and sung by Waits in a deep, theatrical bellow. It posited a world below our boots, where a civilization has flourished "while the rest of the world is asleep." Reputedly, Asylum Records heard some of the ideas for the parent album and didn't want any part of it. Waits bid the label adios and signed to Island Records, who not just released Swordfishtrombones, but the two albums that followed and formed a much-revered "Island trilogy." 1987's Franks Wild Years (there is no apostrophe, at least on the album's cover) was "un operachi romantico in two parts" resulting from an off-Broadway play written by TomKath (Gary Sinise directed the Chicago stage debut).

RAIN DOGS, however, the middle in the trilogy, is regarded as perhaps the better album. At 19 songs, it expands upon the adventurous musical Mulligan stew that was served up by Swordfishtrombones, which dabbled in Mongolian, American, German, Cuban, Australian and just plain alien musical styles or themes. What makes the album work, though, is not just the presence of more music for your dollar, or the sheer guts of Waits distancing himself from his Asylum straitjacket even further, producing and writing the songs with experimental but natural instrumentation and no artificial production trickery. It's the fact that Waits had managed to write a surprisingly stirring and eccentric batch of tunes that further exemplified his ability to create vivid stories from the most elliptical, surreal and atypical images he could find. With his guttural voice, compositional knack for surprises and respectable disavowal of what we typically call melody, RAIN DOGS is a testament to Waits' strengths as an artist and deserves to be discovered at any time.

However, you have to be ready to step into some serious madness if you wish to seek out RAIN DOGS. Let the opening song be the dare, just as was the case on Swordfishtrombones.

A squawking parrot sound effect seems to make the first impression. Singapore is a strange beast, to put it lightly. The drums share room with a percussion beat that was achieved by smacking a chest of drawers with a two-by-four. The guitarists on the track scatter around needled notes and figures like someone went crazy at the mixing board. Brass instruments crop up at unexpected moments, although no one is listed on the credits as playing any. After what feels like two minutes of demented cabaret glory, it ends on a anti-climactic note, double-bass notes sending off the ship of fools toward the storm and into what seems like oblivion. Everything about this track is so odd and disjointed, like it belongs in some old-time cartoon, but it is catchy and precise.

And Waits' voice, let it be said once again, is an instrument all its own. His raspy yet oratorical voice takes on multiple personas as he assumes the role of the first mate on the ship of the damned. "I've fallen for a tawny moor/Took off to the Land of Nod/Drank with all the Chinamen," he tells us. The captain is, indeed, a "one-armed dwarf," likely from the underground colony. The raggedy crew will be toughened by being wiped down with gasoline, washing their mouths out by the door and taking their blankets from the floor. Their destiny is Singapore, and God only knows if they'll even make it there, but as long as they get a dollar's worth of earth in the end, there's satisfaction. You talk about a fantastic voyage! Inspired by Richard Burton, Tom would say, swinging around a bottle of brandy and yelling "Heave away, boys!"

Clap Hands features Robert Previte and Michael Blair, the latter of whom will provide the album with its percussive highlights, on the marimba. Tom Waits plays guitar, but a Newark, New Jersey native named Marc Ribot comes into his own throughout the course of the album with his barbed, individualistic style of experimental playing. Ribot's solo on this track as well as his licks on the forthcoming fourth song on the album will likely make the most impression on you musically. Waits styles the meter of the lyrics after an old jump rope rhyme (I heard this same rhyme used in trailer for the recent film Step Up 2 the Streets), but adds sinister bits of exposition that are anything but child's play: "Steam, steam, a hundred bad dreams/Goin' up to Harlem with a pistol in his jeans." The thundering beats by both percussionists and drummer Stephen Hodges are tough to shake off.

The music of Cemetery Polka lives up to its title. Parade drum, accordion, Farfisa, and trombone all figure into this 1:46 oddity. The song is basically a nightmare about every living dead relative you never wished to meet again all having a reunion. Uncle Vernon, slaughterhouse Joe. Auntie Mame, profane opera aficionado. Uncle Bill, with his egg-shaped tumor and mistress you'd have to hear to believe.

Jockey Full of Bourbon seems to ground us back in a safer(?) world where women are dressed to kill on the downtown train, a hundred dollars make a carnival exhibit dark inside and sailors on shore-leave fight each other in the bars. Indeed, a character has "bloody fingers on a purple knife." If you like to scrutinize the lyrics, you'll find this is one of the first songs with recurring images picked up on other songs in this collection ("Dutch pink" even crops up on the woozy classic "Temptation" from Franks Wild Years). Waits' voice is hushed throughout the course of the song, even on the chorus, but Ribot's guitar work on this song is exemplary, exhibiting a Latin lilt aided by the conga-like percussion, making the eerie atmosphere that much more alluring. Waits lent this and following song, Tango Till They're Sore, to Jim Jarmusch's Down by Law, in which Waits played a disc jockey sent to prison. Those latter two songs, along with one of the more infamous upcoming numbers on the album, were released as a single.

If "Jockey" was an insidious and dangerous rhumba, "Tango" is playful and deceiving New Orleans-flavored jazz. It embodies the persona of Waits as the type of guy who keeps confetti in his pocket and throws it over his head. The story goes that Waits knew a guy who fell 12 stories out of a building and would've busted his head open had the confetti not provided a cushion. The lyrics are peppered with demands offered by the protagonist, verging on black comedy ("I guess daisies will have to do") and the sort of maddening attention to detail previously witnessed by the crow-hunting madman in "16 Shells from a Thirty-Ought Six" ("Turn the spit on that pig/Kick the drum, let me down/Put my clarinet beneath your bed till I get back in town"). The piano playing here is deliberately off-key and would've likely have had some of Waits' older fans, or at least the more adamant ones, up in arms. It would've made a killer side one close had this been packaged as a double album.

Big Black Mariah boasts the first appearance by this album's star cameo, Keith Richards. What sounds overwhelming in type is actually gangbusters on record, because there's no denying the chemistry between Waits the composer and Richards the guitarist on this track, which packs a bluesy swagger that doesn't draw too much attention to itself. Diamonds and Gold is more of a Salvation Army-style gothic waltz, with a first verse that for some reason captivates me with greater hold every time I hear it. Ribot anchors the music, which also employs Michael Blair on the marimba and the percussion (the cymbals that crash throughout the second verse are a neat touch).

As beautiful as that track is, the next two songs on the album exhibit higher levels of pathos and whimsy. Hang Down Your Head, which was based on a whistled melody from Waits' own muse, Kathleen Brennan. Could've been she was whistling "Tom Dooley," which inspires the chorus ("Hang down your head for sorrow/Hang down your head for me..."), but whatever it was, the two penned the track and it's the first official Waits/Brennan collaborative composition. The song has a psychedelic 1960s-era feel to the instrumentation, but the lyrics pinch the heart in with tenderly painful simplicity: "Hush my love the rain now/Hush my love was so true/Hush my love a train now/But it takes me away from you." Tunes about trains sound heartbreaking when sung by Waits, especially when you listen to "Train Song" after this.

Time weaves its majesty around the compact amount of instruments that guide the song: Waits on the guitar, Larry Taylor on the double bass and William Shimmel on the accordion. It's like a lullaby, in a way, this little ballad. But no one writes ‘em like Tom does, and although he employs Napoleon, Matilda and a dish full of rainwater throughout the track, images looming throughout the past and future of Waits' lyrical legacy, I am always touched by these lyrics. It doesn't ever seem to me as pretentious, nor strained. The words are just exquisite, tortured emotion and longing, in the midst of the chaos, comedy and tragedy surrounding the track. The lyrics are something I won't give away: if you haven't heard this for yourself, you're missing out on at least one of Waits' most universally appealing tunes.

Rain Dogs takes us back on to the street with the scentless strangers washed up by the rain, a lone accordion segueing into a African-styled heavy drum beat by Stephen Hodges and Ribot, playing lead guitar (he's credited it with it here), delivering reconstructed blues licks. Once again, the chorus exhibits what would be charitably called a beautiful malady: "Oh, how we danced with the rose of Tralee/Her long hair black as a raven/Oh, how we danced, and you whispered to me/You'll never be going back home." The song fades out as Tom lets out a particularly interesting squawking scream.

The odd instrumental passages that sporadically graced Swordfishtrombones have been limited throughout the course of RAIN DOGS. But Midtown arrives out of nowhere and provides an interesting little bit of musical bedlam. Like the soundtrack to an action scene in some B-level spy movie, this Uptown Horns showcase seems to parody the outsider's view of danger that arrives with resigned horror in 9th and Hennepin. Blair provides much of the menace with bowed saw and marimba, whilst Tom delivers a spoken-word account of a man who's "seen it all through the yellow windows of the evening train." The real 9th and Hennepin is in Minneapolis, but Waits surrealist noir lyrics seem to suggest New York City more, or someplace else where "the donuts have names that sound like prostitutes," the hotel rooms smell like diesel fuel and where "no one brings anything small into a bar around here" (a line James Stewart originated in Harvey).

Gun Street Girl veers on the folk-rock side, with Waits singing and playing banjo accompanied only by Blair's percussion and Greg Cohen on the double bass. The titular character is the obsession of a man locked up in a Birmingham jail, having blew a hole in the hood of a yellow Corvette and evading the law by hiding out in St. John's Wood. Waits takes some liberty with his lyrics, focusing more on the trail of booze-soaked madness left by the Gun Street Girl and even throwing in some intrigue with a satchel smuggled in a brand new pair of alligator shoes. Throughout it all, Waits' grizzled vocals tie the story together in a way that makes it sound like someone's dislogical nightmare.

Keith Richards returns for the next two songs, both of varied styles and lyrical concerns. Union Square hoots and hollers in fevered urgency, a propulsive variation on the R&B shuffle of "Big Black Mariah." Ralph Carney makes an appearance playing bass sax as Richards lets ‘er rip with grimy doghouse swagger. It reminds me of the Bruce Springsteen song "Night," only this time the work has completely driven the men crazy and drag bars sprout to offer the temptation the Cinema 14 may or may not subside ("That guy in the dress is a beauty/Go all the way [and] I swear you never can tell"). Blind Love is Waits' tribute to roadhouse country, with Richards sharing guitar duty with ex-Voidoids player Robert Quine and a double-tracked violin solo courtesy of Ross Levinson, who'd previously done strings for Joan Jett's records. Waits' romanticism doesn't sound the least bit contrived even when he finds himself staring down the barrel of "hotels and whiskey and sad-luck dames."

Walking Spanish pulls you into the penitentiary where Fallen James went after falling for the Gun Street Girl, and it sure sucks to be there. Waits got his Down by Law co-star John Lurie, a Lounge Lizard in his own right, to provide alto sax. The typically dry blues production of the more forceful Keith Richards collaborations comes back to roost, but Waits has a blast coming up with some of the best lyrics Bob Dylan never wrote: "Latella's screeching for a blind pig/Punk Sanders carved it out of wood/He never sang when he got hoodwinked/They tried it all but he never would." The last line in itself is a punch line for the ages.

The rough-hewn beauty of Waits' original recording of his song Downtown Train is perhaps eclipsed by the fact that it's been covered so many times. The first notable time, Mary Chapin Carpenter, a Jersey Girl, cut a respectable cover for her debut album, Hometown Girl. Scandal singer Patty Smyth gave it a mainstream rock workout on her solo debut, Never Enough. It was released as a single and made hardly a wave, peaking at #95 on the Billboard Hot 100. Two years later, elder statesman Rod Stewart took on the song in an even slicker version tailor made for AOR chart success, appending it as a new recording on his career-spanning Storyteller boxed set. It became a smash, and it almost felt like Stewart owned the damn song. Thankfully, the bombast of that was countered by Everything But The Girl's equally dramatic but piano-centric version.

Waits sings the song with a desperation and romanticism other versions lack by virtue of the man's hoarse vocals. The structure is easily that of a pop song, but the imagery alone is far from superficial by the opening couplet alone: "Outside, another yellow moon/Has punched a hole in the nighttime, yes/I climb through the window and down the street/I'm shining like a new dime." Waits is backed by Blair and Quine, but the rest of the personnel on this track is astounding in its own right; the immortal Tony Levin plays bass, session pro Mickey Curry is the drummer, and even G.E. Smith, the heart of Saturday Night himself, provides some stellar guitar work. That the playing of these fine musicians, as well as Robert Kilgore on the organ, amounts to such a unbelievably powerful song is a testament to Waits as a writer and arranger as much as the parts in this sum.

Bride of Rain Dogs is the last instrumental, but I cut right to the final song on the album because I love it as much as I love everything else on this album. Anywhere I Lay My Head picks up where "Tango Till They're Sore" left off in a way, a New Orleans-styled bit of gospel/jazz which begins with Waits on the pump organ, accompanied by the Uptown Horns, barking out a tragic hymn of a lonely man whose pockets were once filled up with gold, but now finds himself resigned to a life alone and disgraced. It almost seems like the end of his life, and the song even takes on the form of a jazz funeral composition. By the time Waits has said his peace, the trombone, trumpet and saxophones all pursue their own individual melodic designs amidst the sound of the parade drum.

So there you have it: 19 songs, 54 minutes, a diverse array of musical influences, and the mind of Tom Waits. I recently had the chance to introduce a complete stranger to his music, and I felt so ecstatic that I decided to share my thoughts and observations on this record in this review. As it stands, RAIN DOGS truly is an eclectic, ragged, beautiful record, with something for everyone, sort of like a dog's continental breakfast. Like Shane MacGowan did with Irish folk and punk, though, Waits filters his musical influences through a particularly fascinating artistic mindset that revels in the art of storytelling even as he concedes to theatrical and linguistic craziness. It's a very natural recording, which may explain why it sticks out more than a lot of 1980s records, and it showcased the gifts of several musicians, chiefly Marc Ribot, who went on to become prolific after making his major studio album debut work playing guitar here. This is the record that, perhaps more than any of his previous and future albums, should showcase why he is considered a legend.

Now where can I get my RAIN DOGS T-shirt?

See also: Tom Waits' Used Songs and Orphans: Bawlers, Brawlers and Bastards.

Recommended: Yes

Great Music to Play While: Listening