Midnight troubadour Tom Waits felt his career was in a rut. First emerging in the '70s, Waits put together seven albums of string-and-piano laden barstool musings; night music for all the crashed-out losers and layabouts of Los Angeles. A sonic film noir: combining crack musicianship, grim humor, poetic sentiment and the tempered violence of Waits' voice. His work garnered the respect of fellow musicians and a devoted cult audience. His songs were covered by The Eagles, Rod Stewart and Bruce Springsteen. But Waits was sick of it.

To break up the monotony, Waits went on to score the failed Francis Ford Coppola movie "One From the Heart," where he would meet his wife, Kathleen Brennan. I don't know what talks these two had and what music she introduced him to, but Waits proceeded to fire his longtime producer and manager, and ditch his record company. He started to feed his muse strange new food. The resulting album, "Swordfishtrombones," was the beginning of Waits' journey into wild new territory. It's hard to appreciate how incredible a journey it was for him.

"Swordfishtrombones" isn't merely a departure for Waits, it's a complete reinvention of his musical language. That may seem melodramatic, until you listen to the album. The strings are gone. The piano barely makes an appearance among the 15 tracks. His voice, in the past a Louis Armstrong-esque croon, has become savagely violent, percussive and strange. The music backing his latest tales is as percussive and strange as that voice, bursting with woozy brass, marimba accents, brake drums, glass harmonicas, and sour flights of guitar.

Now, it's easy to let experimentation turn into self-indulgence, but Waits is too gifted a storyteller for that. To go along with his new musical backdrop, Waits has incorporated a broader range of stories: down-and-out soldiers, a forgotten town, a derelict neighborhood, an escaped convict, and even some Valentines to his wife. It's an album overflowing with snapshots of other lives, other cultures, other ways. A world hidden right beneath this one.

"Underground" starts us off on an oompah-march that's slightly off-center. Then Waits, battling against the music, begins bellowing his lyrics, enunciating every word for maximum impact. "Rattle big black bones/In the danger zone/There's a rumblin' groan/Down below/There's a big dark town/It's a place I've found/There's a world going on/Underground." The dream imagery continues with mentions of mining roads and gopher holes -- Waits can make even the most bizarre ideas seem reasonable by grounding them in an identifiable, working class reality.

As a warning shot to Waits' fans, the tune is perfect. It commands the listener to acknowledge that Waits has changed, and is never coming back. He's not so interested in watching the light wavering in his bourbon glass anymore. He wants to dig up new realities from the crumbling canyon walls.

"Shore Leave" has a steamy, rainy ambience to it. With rice on the drums to accentuate the feeling of stormdrops, a trombone slithering into the mix like a dockside bus, and marimba accents picking up the melody. It's mainly a spoken word piece. A soldier is spending his two-day pass on such things as "a long-sleeved shirt with some horses on front/and some gum and a lighter and a knife/and a new deck of cards (with girls on the back)" He talks baseball with a lieutenant, catches a "Filipino floor show," and writes a letter to his wife. The only chorus, repeated, is "And I said Baby, I'm so far away from home/And I miss my baby so/I can't make it by myself/I love you so."

But, as affecting as that sentiment may be, the song really wakes up and pokes you in the eye in its final moments. Waits starts weeping "Shore leave" in a falsetto that's both broken and devastating. It's at odds with the measured, studied sadness of the song -- a void that obliterates any smugness you might feel from the "I've heard this all before" part of your brain. That voice lets you know the solider's real fear and grief. It digs into the raw reeling mess right below the carefully composed mask, a theme Waits returns to throughout this album.

"Dave the Butcher" comes in while you're still feeling vulnerable, a creepy instrumental done on what sounds like a malfunctioning organ. Waits is hitting the keys faster than air can come into the machine, and you're left with a wheezy, shambling, on-edge melody eating itself alive.

In contrast to that woozy breathlessness, "Johnsburg, Illinois," is a sweet Valentine to Waits' wife. Barely a minute and 30 seconds long, the one-verse song wisps into being on a fragile piano melody, Waits singing in a soft, overcome croon. There's something underlaying this melody, something straining at the edges of Waits' voice, that divorces this from his past work while also reminding you of it. "She's my only true love/She's all that I think of/Look here in my wallet/That's her." Something this short shouldn't pack such an emotional punch.

Waits sounds dirty and furious on the next tune, "16 Shells From a Thirty-Ought-Six." But what he's so angry about is hard to decipher. Backed by thumping, clanging percussion, one of those mop handle basses, and gravel-bitten guitar, Waits relates a story of shooting at a crow, missing it, and then trading in his buttons for an old pack mule so he can find the bird. He wants to slowly drive it insane by sticking it inside his guitar and plucking the strings. Quite a malevolent story, especially since the drums sound less like rhythmkeepers than guns going off at the wrong time. Includes some of Waits creepiest lyricism -- "meet me by the knuckles of the skinnybone tree," for example, or "I'm gonna wittle you into kindling." Believe it.

"Town With No Cheer" brings out a gentle, synthesized melody. Waits sings with bitter pain about a town in Australia which had its only watering hole shuttered. "VicRail decided the canteen was no longer necessary/There's no spirits, no bilgewater, and 80 dry locals/And the high noon sun beats a hundred and four/There's a hummingbird trapped in a closed-down shoe store." The earnest poetry keeps the song from becoming maudlin, and leaves the luckless town, trapped in the heat, to linger in your mind.

"In the Neighborhood," on the other hand, doesn't need a lack of hang-out spots to bring down its inhabitants. Over what sounds like a Salvation Army brass band, Waits vents his spleen in a cracked, sing-song bellow. "Friday's a funeral and Saturday's a bride/Sey's got a pistol on the register side/And the goddamn delivery trucks, they make too much noise/And we don't get our butter delivered no more." This catalog of small things going wrong plays into the chorus, the title repeated three times, which sounds like you've been trapped on a carousel.

"Just Another Sucker on the Vine" is the second instrumental, this one done on what sounds like accordian (though, in actuality, it's harmonium and trumpet). A mournful and reflective piece.

"Frank's Wild Years" is a spoken word piece along the lines of "Shore Leave," with a lounge feel to it. In it, Waits relates a story that would later inspire the albums "Rain Dogs" and "Frank's Wild Years." These, along with "Swordfishtrombones," make a loose trilogy of Waits' '80s experimental works.

Waits recites his yarn conversationally, opening with the easily misinterpreted "Well Frank settled down in the Valley/and hung his wild years/on a nail that he drove through/his wife's forehead." He then gives us a postage stamp picture of Frank's life: used furniture salesman, a two bedroom place, a blind Chihuahua his wife has as a pet. One day, driving home from work, Frank stops to buy a couple of Mickey's Big Mouths, then drives to a gas station, buys a can and some gas, heads home and torches his house. He watches it burn, then heads out on the freeway, listening to a Top 40 station. "Never could stand that dog."

"Swordfishtrombones" is the most ghostly track on this release, having its melody hammered in by marimba, and a shuffle-bass feel, against which Waits confides his tale of a soldier who lost his mind following the war. His singing is almost a rasp. "He went and took up with a Salvation Army Band girl/Who played dirty water/On a swordfishtrombone/He went to sleep at the bottom of/Tenkiller Lake/And he said 'Gee, but it's great to be home.'" The song includes imagery as diverse as fireworks, butterflies, machetes, obituaries and traincars to evoke its doomed patron.

The quiet is shattered by the gut-bucket blues stomp of "Down, Down, Down." Waits affects his best fire-and-brimstone preacher voice, then adds on layers of bellowing bellyfire to make his voice that much more cutting. It's a simple track, about a boy who lost his way, and how he went down, down, down to the devil. You can tell, by the rage in his voice, that Waits is singing about himself; at least, a past incarnation of himself. Turn it up, and ask no more questions.

One of Waits' classics, "Soldier's Things," is next. This one thrives on simplicity -- a spare melody on bass and piano, Waits keeping his words small and close to evoke a picture of a garage sale, in which a soldier, displaced and back home, is trying to sell off a few things. He earnestly tries to make a sale -- "all this radio really needs is a fuse," "you can pound that dent out on the hood" -- but the true desperation of his sale is made evident in the chorus. "A tinker/A tailor/A soldier's things/His rifle, his boots full of rocks/Oh and this one is for bravery/And this one is for me/And everything's a dollar in this box."

Without sufficient time to catch your breath, "Gin Soaked Boy" crashes into being, sounding like a junkyard band trying to rock out -- and somehow making it work. Waits' voice sounds raw and rancid, as he throws curses at his woman for sleeping with a gin soaked boy she doesn't even know. The treat on this one is the fiery guitar and the edge in Waits' voice. And the sly ending -- "Well I'm on your tail/I sussed your M.O./From some gin-soaked boy/That you don't know."

"Trouble's Braids" is the final spoken piece on this album, done in a rapid-fire recitation as though Waits needs to find a hiding place, and quick. Waits tells us about a convict who escaped from prison (or possibly a soldier being hunted down -- they both carry the same moral currency in Waits' world), giving us a snapshot of his restless sleep, miserable fire for cooking, and a dead tree on which to float to freedom. The track is punctuated by polyrhythmic drumming, which could be the crack of thunder or the footsteps of an approaching search party. This leads into "Rainbirds," the final track, an instrumental designed to lower the curtain without answering questions. Slip into its contours and let yourself drift away on a soft, sweet sleep.

"Swordfishtrombones" is not Tom Waits' best album. It's not even his best album in the trilogy. But it is his most important one. This release recreated him. He went from a footnote in a dying barroom/nightclub scene to a savage, wild new inventor of musical oddities, synthesizing all sorts of Americana and exotica into brave and frightening new shapes. All thanks to the love of his life -- his wife and his music -- and a little courage. You best leave the drinks at the bar. You won't need them for this one.

Recommended: Yes