Fans of Closing Time will be interested in knowing there are four early versions of tracks from that album here ("Ice Cream Man," "Virginia Ave," "Midnight Lullaby," "Little Trip to Heaven"), though there aren't really any significant revelations or differences here. If these were the only available versions of these tracks, they'd sound really remarkable, but as is, they sound slightly unfinished; for instance, I definitely notice and miss the contrast between the opening piano lull of "Ice Cream Man" and the swinging delivery of the verses in the Closing Time version. Here, the whole song is done in the vein of that introduction (even when the guitars come in, the tempo doesn't really change), which gives it an interesting mood, but doesn't quite seem as cool as what came later. Similar impressions can be given of the other Closing Time tracks; it's basically like listening to the Beatles Anthologies as opposed to Beatles albums.

As for the other tracks, I'd have to say they're enjoyable enough, but only some could have been in competition to make it onto the first couple of albums. I'm definitely partial to the aforementioned "...Prostitute," and I think the piano-ballad "When You Ain't Got Nobody" (most notable to me for the great line, "And I'll be your Dick honey if you'll just be my Jane"), the hilariously-titled "Looks Like I'm Up Shit Creek Again" and the closing "So Long I'll See Ya" (pretty dark and moody for a closing acoustic number) would have been really good with a little more development. The rest is the rest.

I suspect that, if Closing Time didn't exist, I might give this a slightly higher grade, only because the songs here from that album are still really good, and there's a decent amount of good material packed around them. Because these versions are clearly inferior to those versions, though, it's hard for this album to work very highly for me in terms of "necessity," so I have to dock it a smidge. Still, this is an awfully high grade for a bunch of demos prior to a debut album. Get it if you're a completist or if you're curious.

The five new tracks aren't all fantastic ("I Want You" is a clear unfinished throwaway at 1:22, and it's puzzling why it made the album at all), but one of them is definitely a classic, and the rest are really nice. "Mocking Bird" is top-notch playful piano-balladry, with Tom sounding exactly like Dylan in vocals and throwing in the great touch of whistling a counter to the piano melody during the breaks. "In Between Love" is definitely no worse than "I'm Your Late Night Evening Prostitute" was, and "Blue Skies" sure gets really lovely whenever Tom sings that descending bit at the end of each verse melody. "So it Goes" rounds out the lot, and it would have been a highlight amongst the acoustic numbers of the first volume.

The other eight tracks are all pretty close to their album counterparts, aside from "Ol' 55" feeling like it belongs on Vol. 1, in that the lush piano arrangement is gone, replaced with an acoustic guitar (it sounds fine, but the piano version is way better). There's some novelty in hearing Tom sing the lyrics on "Diamonds on My Windshield" instead of recite them, or hearing "Nobody" before Tom started to put some growl in his voice, but aside from details like these, these versions aren't really much better or worse than the normal versions.

I feel like the sensible thing would have been to release a single album with the best material of these two albums, but I guess that would have removed the profit potential of having two separate releases. Then again, a best-of from these two albums probably wouldn't have gotten a much higher grade than either one individually, so it might not have mattered. If you got the first one, you may a as well get this one, if only to hear "Mockin' Bird."

Tom is clearly taking on the role suggested by the album title and cover; he's a piano player in a bar, singing some ruminations from his own head but also making observations on the sad and melancholy lives of the people hanging around late in the evening. The amazing thing about this album is how far beyond his years (he was 23 when this was released!!) Tom sounds; he manages to take all of the warm, quasi-nostalgic stereotypes that a listener would have about these topics, and he shows a mastery in manipulating them that I wouldn't expect from somebody so young. The opening "Ol' 55," a song (presumably) about a man dreaming about his old car and how young he felt in it, creates a vibe of nostalgia that lots of people could have pulled off, but it also gives an almost religious sense of nobility and majesty to the memory. More impressively, it's done without Tom having to use a lot of effort; the tone is set right away with just a little bit of sustain pedal, and once the mood's set there's not a lot that Tom needs to do to keep it going.

"I Hope That I Don't Fall in Love with You" is a man sitting at a bar, seeing a woman across the room, realising he has the opportunity to go sit with her, waiting too long, finding the opportunity has passed, and realizing that he's fallen in love with the idea of her. It's a topic that feels like it should be cliche, but I can't think of other instances where this topic has been used, so it can't be that obvious. The song isn't just good for lyrics, though: the vocal melody is pretty awesome. "Virginia Avenue" is about a guy hopping from bar to bar with no particular place to go, and it stands out primarily because Tom had the brilliant idea to base the song around an up and down jazzy piano line that resembles nothing if not a drunk teetering back and forth. "Old Shoes (& Picture Postcard)" is a great straight-up acoustic country song, and Tom's slightly grizzled voice is perfect for it.

"Midnight Lullaby" is top-notch as far as jazzy atmospheric piano ballads from a young white dude go; the bar's getting a little later and sleepier and more subdued at this point. Plus, there's something fascinatingly moving about the snippet of "Hush Little Baby" thrown in on piano at the end. The album's high point, though, is of course "Martha," which does the "pining for a past love" genre proud by making it about a guy who decides to call up his old love from 40 years ago after both have gotten married and lived full lives. It's orchestrated in a way that could have been schlocky with just a couple of changes, but as is, when the strings come in over the chorus of "And those were days of roses, poetry and prose," it makes for an unforgettable emotional experience (a cliche way for me to describe it, but I only have so many phrases). The verses have their own great melody as well, and the lyrics are really fascinating to me in that they manage to create such an interesting world from the unspoken details (why exactly he made the call now, why she'd pick up, why things ended etc).

From here on, the album is almost all piano balladry, with the exception of "Ice Cream Man," an old-style rocker that I find especially hilarious if I imagine the song's title character as a jerk who loudly bursts into the bar, trying to pick up any woman in he can, while everybody is trying to sit and nurse their drinks and oncoming hangovers. "Rosie" seems like it could have made a really nice number for The Band (especially in the chorus), "Lonely" is full of chords and atmosphere that match the title, and both "Little Trip to Heaven" and "Grapefruit Moon," while setting similar moods and using similar imagery, nonetheless work both as romantic pinings and quiet nod-off music. And finally, the instrumental title track does a great job of romanticising the last moments of the bar being open for the evening, with sweepers sweeping and bartenders cleaning, and drunks pulling themselves together and slumping their way out to a cab (the song does a good job of not bringing up the imagery of people puking on tables or other people's shoes).

So ok, the album slumps a bit and gets samey in the second half, but it's still enjoyable pretty much start to finish. Part of me wonders a bit why Tom would only make one album of this kind if this was so good, but then again, there might not have been any way for him to top himself in this vein, so it was just as well for him to change. If you're not allergic to atmospheric piano balladry in principle, this is an essential album.

So ok, the album gets off to a strong start, and it holds consistent imagery from then on out, but after the first two songs, the album starts to skew the balance between strong individual songs and strong imagery a little too hard towards the latter, and the album suffers some for it. The best of the remaining lot is "Shiver Me Timbers," and it's notable that it has little to do with the imagery of the rest of the album. Nope, this one, about a guy who's leaving his old life to become a sailor, could have fit just as easily on Closing Time, and it's just a gorgeous ballad with lines like, "And I'm leavin' my family/Leavin' all my friends/My body's at home/But my heart's in the wind." Beyond this, though, great songs are hard to come by, and an awful lot of it comes dangerously close to sounding like stock soundtrack cliches depicting big city life. I mean, the jazzy "Diamonds on My Windshield," with Tom reciting image-filled poetry over a busy upright bass part, is probably a classic on some level, and it's definitely a necessary bridge between Closing Time and what would come later, but it's a little too background noise-ish for me. The title track is the conceptual centerpiece, but I don't hear much more than a decent (decent) acoustic ballad. "Please Call Me Baby" is kinda lovely, but it feels a bit like a kid brother to "San Diego Serenade," as does "Drunk on the Moon" (which, of course, also naturally draws comparisons to "Grapefruit Moon"). And the others, aside from the closing "The Ghosts of Saturday Night" (more recitation over more cocktail jazz), are pretty much in one ear and out the other, even if there are some interesting lyrical bits.

I mean, this makes for a nice enough companion piece to Closing Time, and there's some very strong material, but this definitely feels to me like a sophomore slump. Making the jazz influences more explicit probably seemed like a move towards growth at the time, but it seems like a predictable move towards growth, and it causes Tom to border on self-parody in spots. It's a good album, but don't rush to get it.

There are 18 tracks listed, but 7 of them are "Intro" tracks, and since each of the "Intro" tracks leads straight into and ties thematically with the track immediately following it, it makes sense to think of this as 11 tracks (this is how I ripped the album when I put it on my iPod). Generally speaking, the "Intro" halves of the various tracks are the most interesting parts, mostly because they tend to be hilarious. The funniest of these is the introduction to "Better Off Without a Wife," where Tom goes into a lengthy spiel of how his evening goes when he asks himself out and ends up taking advantage of himself ("I'm not weird about it or nothing, I don't tie myself up first"), but the other introductions have great moments as well, like in the opening when he talks about coming home from the road to a refrigerator where everything inside is a science project, or when he talks about terrible food at greasy dives that seem to be familiar to the in-studio audience. The audience is clearly delighted with all of the silly narratives being thrown at them in most of the album, and their enthusiasm is infectious.

The "songs" don't consistently work on their own, but they all manage to entertain in context. "Better Off Without a Wife" actually makes for a really nice number on its own, with Tom making a lovely ode to all of the perks that come with bachelorhood (being able to sleep late, being able to go fishing whenever you want etc), and when paired up with the funniest monologue of the album and the funniest musical joke (when he plays the wedding march on piano), it becomes an easy pick for best part of the album. The other songs in intro-song combinations are either basically monologues themselves ("Emotional Weather Report," the cover of "Big Joe and Phantom 309"), atmospheric but not especially tuneful ramblings ("On a Foggy Night") or atmospheric but slightly more tuneful ramblings ("Eggs and Sausage," "Warm Beer and Cold Women," "Putnam County"). They're all essential parts of the whole, and Tom's lyrics and his delivery are worth focusing on, but trying to pick out strong impressions of any them individually is a hard task.

Apart from the tracks paired with introductions are some "standalone" tracks that deserve attention. In particular, "Nighthawk Postcards" is an 11:29 monologue, with Tom taking his audience on what he calls an "inebriational travelogue" which creates one heck of a vivid set of imagery of walking down streets in a big city late at night. "Spare Parts" (split into two parts, with the second serving as the performance close) is largely in the same vein as "Nighthawk," though the vocal delivery is more rhythmic than it is on much of the album (you could think of it as a successor to "Diamonds on My Windshield"). It's not one of my favorites on the album, but it does have some great moments, especially in that part where Tom imitates a car whizzing by and the horn plays in kind. And finally, "Nobody" is an update of a song from The Early Years Vol. 2, and it's the closest thing you can find here to a piano ballad that would have fit comfortably in the last two albums. It's not a great song, but it's definitely a good one, and it's a nice musical oasis in a part of the album that seems to get awfully talk-y.

I would definitely not recommend this to somebody just starting to get into Waits, but once you've gotten very familiar with his big albums of the 70's (Closing Time and Small Change), it's worth getting this to hear some of the detours he was taking even this early on. If nothing else, you absolutely must hear "Better Off Without a Wife" and its introduction.

Musically, there aren't a lot of surprises; it's largely piano-driven balladry (sometimes with strings), and what isn't that tends to be jazz-driven Beatnik-rambling that would feel at home on Nighthawks. The best of the jazzier tracks is "Step Right Up," where Tom shoots out every sales vendor catch phrase and cliche in the world (and some he made up) in a rapid-fire frenzy that almost kinda sorta borders on rap. Not too far behind, though, is "Pasties and a G-String," which describes an evening at a strip club with a bare minimum of accompaniment (it's just percussion). Without quoting the entire thing, I'd have to say that "She's getting me harder than Chinese algebra" is about the funniest possible lyric for this music, and hearing Tom say, "Cleavage! Cleavage!" is an experience not to be missed. The other two non-ballads are a little weaker, but I think that might just be because they're put together and they're near the end of the album, which is kinda exhausting. "The One That Got Away" is a good enough imitation of a drunk talking about women he wishes he hadn't let go, and the title track is a good enough moody rant (with lots of MOODY saxophone) that starts with a cigarette getting lit up and ends with an exhale. I don't love listening to these tracks by the time I get to them (even if I enjoy them on their own), but man, they WORK in this context.

The rest, then, is rambling piano balladry, and if you had trouble on Closing Time, these tracks may not be for you, because they rely on a buy-in to the general atmosphere of the album. It's totally worth buying in, though. The most famous track, of course, is the opening "Tom Traubert's Blues" (full name = "Tom Traubert's Blues (Four Sheets to the Wind in Copenhagen)"), about a guy who's lost and drunk in another country and keeps fixating on a 19th century Australian hymn. The arrangement shoots hard to be over-sentimental schlock, and the verse melody doesn't really exist, but Tom, through his lyrics and through a voice that is now in full flight, creates such a sad and sympathetic picture that whenever the chorus returns, it seems like a top-notch emotional experience. Maybe it's overlong, but by the time we get to the ending lyrics ("And goodnight to the street sweepers, the night watchmen flame keepers, and goodnight to Mathilda, too"), I'm sad that it's over.

A couple of tracks later comes "Jitterbug Boy," featuring an obviously older gentleman waxing nostalgic of great memories of his past (saying that he'd seen the Brooklyn Dodgers in Ebbets Field, for instance, meant his memories were from at least 20 years previous) but may not be reliable (like when he says he taught Mickey Mantle everything that he knows). After the pure piano balladry of "Jitterbug Boy" comes another orchestrated ballad in "I Wish I Was in New Orleans," though this is jazzier than "Tom Traubert's Blues" was (this has some saxophone on it). It doesn't have quite the same kick as the opener does, but it has nostalgic charm to it.

Up next is my other long-time favorite of the album, the off-kilter piano ballad, "The Piano Has Been Drinking." This one, about a guy who's totally sloshed and starts throwing out silly accusations at everybody and everything around him, features some of my favorite absurd Waits lyrics, like when he complains that he can't find his waitress with a Geiger Counter. I also really dig the way the chords sometimes seem to clash, as if the notes themselves are stumbling around and not quite ending up where they're supposed to. If you've somehow never heard this song, you need to listen to it ASAP, and while you're at it you have to find a clip of him performing it in 1977 on Fernwood 2 Night (and then, as part of a planned skit, trying to hit up the host for some money).

After the comedic interlude of "Piano" comes another jazzy orchestrated ballad in "Invitation to the Blues," but this one is better than "I Wish I was in New Orleans" to my ears; there are some chord changes in there that are way more novel than anything on the largely predictable "New Orleans." And finally, the album rounds out with "Bad Liver and a Broken Heart" (another sad piano ballad about alcoholism) and "I Can't Wait to Get Off Work" (which, amazingly, has nothing to do with alcohol, unless he's planning to get sloshed later on), both of which would be highlights on plenty of Waits albums.

I wouldn't quite call this album a full-fledged classic; it's very hard to listen to in one sitting, and samey doesn't really begin to describe the stylistic approach of the album (there's only so much you can do with jazzy rants and rambling piano ballads). And yet, for an album with these flaws, I have no problem rating it very highly; it has more than a couple of classics, no bad songs (just a couple of less striking ones that still work in terms of atmosphere and flow) and an atmosphere that's unlike any other in my collection (even though I feel like somebody else should have done an album like this at some point). This and Closing Time should definitely be your first stops in getting into 70's Tom Waits.

The rest of the album falls back into more familiar territory, but it kinda ends up sounding like inferior retreads of stuff we've heard on other albums. "Jack and Neal/California Here I Come" is more jazzy Beatnik ranting, though again, it's not about booze (it's based in Jack Kerouac writings, obviously), so that's an advancement. "A Sight for Sore Eyes" starts off with "Auld Lang Syne" for some reason, and it ends up sounding like a very poor man's version of "Shiver Me Timbers" in spots, so I'm not thrilled with it. "Potter's Field" is more of a change of pace; there's a big orchestral introduction (with some orchestrations in the breaks), and while it's still basically a jazzy ranting, it's a ranting full of imagery that feels dark and almost apocalyptic, even if I haven't the slightest idea why.

"Burma Shave" is a fairly obvious pick for best song, and I can't think of any major reasons to go against the grain. Its appeal is mostly in the lyrics (a juvenile delinquent picks up a girl hitchhiker, they eventually get in a car accident and she dies), but they're good enough, and while the song is rambling (to be generous) it's still pleasant. "Barber Shop" is a fun catchy ditty based around a prominent jazzy bassline, and the title track, while not posessing anything that's especially remarkable, still seems awfully pleasant to my ears.

So ok, there are more songs on here that I like than that I don't like, but there's nothing on here that I even remotely love, and that's a problem. This was a very dangerous time for Tom; one more album like this, full of both stagnation and a push towards drowning in sap, would have pushed him on a path towards irrelevancy. Fortunately, I think he knew this himself, which is why things would start to change a year later.

The album opener, of course, lies firmly in values of Tom's past; this cover of "Somewhere" (from West Side Story) is over-the-top orchestrated sentimentality that he probably need to have so as to give a sense of familiarity to his established fans. It's ok as these things go, but Tom had done better over-the-top orchestrated sentimentality. Come the second track, though, it's clear things aren't going to be the same as before; "Red Shoes by the Drugstore" probably could have been made into a Beatnik rant set to the acoustic jazz styles of the last few albums, but the bassline is as much rock as it is jazz, and the moody upward keyboard lines with the inecessant single plucked electric guitar are definitely something new. Tom still tells the story in a way that's more recitation than singing, but he's so much more menacing than before that I can't help but be drawn to this track over and over. "Christmas Card from a Hooker in Minneapolis" is keyboard balladry, but the bluesy piano on top is a welcome addition, and the lyrics (which seem to be a hooker trying to describe something resembling what she would consider a happy life, only to admit in the end that she's making it up and is actually in jail, though she'll be on parole soon) create a remarkably descriptive picture of a character that's quite different from anything Tom had tried to depict before.

"Romeo is Bleeding" is another song that benefits from a more forceful approach than it might have gotten in prior years; a song about an apparent power-player of the underworld who's able to keep up appearances despite a bullet in his chest deserves a strong vocal especially, and Tom delivers. "$29.00" is a pure blues number (about a girl who gets mugged for $29.00 and an alligator purse) that lasts more than eight minutes, and while I could see that wearing somebody down, the story is so interesting, and Tom's singing so strong (he should have been doing blues sooner than this!!!), that I'm just fine with the length where it is.

Shucks, the second half is really good too. "Wrong Side of the Road" is a little sluggish as an immediate follower to "$29.00," but it's still a decent enough jazz blues number. "Whistlin' Past the Graveyard" is great boogie rock (driven by a great sax riff) with really great singing, "Kentucky Avenue" is piano balladry with some REALLY great lyrics (such as these: "Then we'll spit on Ronnie Arnold / And flip him the bird / And slash the tires on the school bus / Now don't say a word / I'll take a rusty nail / And scratch your initials on my arm / And I'll show you how to sneak up / On the roof of the drugstore"), "A Sweet Little Bullet from a Pretty Blue Gun" is a slow bluesy/jazzy rant (that seems to be about somebody picking up a hooker from the rain to shoot them), and the title track is a full-fledged electric guitar-driven emotionally-charged ballad (with great use of Tom slipping in and out from his growl to something gentler). Maybe these songs veer a little heavier towards interesting lyrics than interesting music (though "Graveyard" and the title track sure do pretty well in the latter department), but they're really enjoyable regardless of why.

I'm somewhat tempted to raise the grade out of deference to how vivid and startling a lot of the lyrics are, but they're not quite enough to keep me from fading a bit near the end, so I'll keep it where it is. It might be a clear step below Closing Time and Small Change, but it's a remarkable album nonetheless, and if I could say that there's one Waits album that doesn't quite get the good press it deserves, it would probably be this one. Anybody interested in how Waits morphed from the Small Change guy to the Rain Dogs guy needs to hear this.

Of the five blues numbers, only "Til the Money Runs Out" doesn't leave much of an impression overall (and even that one has a promising introduction). The opening title track would have been a real shocker to established fans back when this album came out; not only is it unabashed blues, but it's some of the ugliest blues playing imaginable, with an unpleasant guitar matched by an equally unpleasant (I mean both of these unpleasants as a compliment, if it's not clear) vocal delivery full of anger and passion. Plus, it's hard to think of a more quotable line from a blues song than, "Don't you know there ain't no devil, there's just God when he's drunk."

Then he follows it with a blues instrumental from his backing band. "In Shades" is a really weird inclusion, and not just because it's so bizarre to have a blues instrumental on a Tom Waits album; at its heart, it might be a bit of generic blues muzak, but it has that really strange pattern of starts and stops, complete with a false ending in the last 30 seconds. If you want to consider it a throwaway without a second thought, I won't blame you, but I would definitely hope for reconsideration. The other two blues songs, "Downtown" and "Mr Siegal," are delightful mid-tempo stomps, with maybe a bit of menace in the former and a bunch of honky-tonk fun in the latter. All in all, the blues half makes for a really fun time, even if it's not quite as "substantial" as I might necessarily prefer.

The four non-blues tracks, then, are all winners to some degree. Maybe "Saving All My Love for You," "On the Nickel" and the closing "Ruby's Arms" fall a bit heavily into pre-Valentine formula, but they definitely would have been highlights on Tom's 70's albums. "Saving All My Love for You," in particular, has one verse that makes me incredibly sad every time I hear it: "I paid fifteen dollars for a prostitute/With too much makeup and a broken shoe/But her eyes were just a counterfeit, she tried to gyp me out of it/But you know that I'm still in love with you." "On the Nickel" doesn't have any individual stanzas that especially stand out, but it's a definitely a classic as far as schmaltz-ballads go, and the parts where Tom breaks out his deeper vocal parts are emotional gutbusters.

But so help me, I can't help loving "Jersey Girl" most of all, and if it sounds more like a Bruce Springsteen song than a Tom Waits song, then so be it. Why exactly am I supposed to not love an emotional guitar-ballad that builds from quiet into those ecstatic "SHA LA LA LA LA LA I'M IN LOVE WITH A JERSEY GIRL" wails sung in that voice? Am I supposed to complain about Tom doing a great straightforward rock ballad after wishing he would tone down the jazzy ramblings a little bit over the last few albums? It's a great song, no two ways about it.

I suppose this album's approach might have been a slight dead end for Tom, but it's a way more interesting dead end than Foreign Affairs was, that's for sure. Plus, it's every bit as essential as Blue Valentine in making sense of the change from the 70's to Swordfishtrombones and Rain Dogs; it may be "normal" music by Tom's standards, but things were starting to get pretty unusual at this point.

This is basically a low-key collection of jazzy ballads. The weirdest thing about this album is how restrained Tom is in keeping his voice from ever getting too deep, as if he had orders to keep the soundtrack distraction-free. With just a couple of exceptions, he sounds like he's doing his absolute best to sound "normal," but in doing so he just sounds like a beaten-down singer-songwriter whose voice has been ravaged by alcohol (which wasn't horribly far from the truth, but nonetheless this would skip over a lot of his charm at this point). Crystal Gayle, then, sounds nice enough but incredibly conventional, and while she doesn't hurt any of the songs where she's featured, she doesn't do a lot to help them either. "Is There Any Way Out of This Dream?" and "Old Boyfriends" are rather pleasant and moving, and "Take Me Home" is nice enough way to spend 1:36 (though it reminds me more than a bit of "I Wish I Was in New Orleans"), but I'd have never guessed that Tom ever had anything to do with them. Gayle appears on a couple of other tracks, but they're not especially notable.

Among the tracks primarily featuring Tom, there are three really worth mentioning, all on side two. The first is "I Beg Your Pardon," which fits well into the tradition of orchestrated melancholy Waits ballads. This is also the one point on the album where the jazzy aspects provide a striking effect; the trumpet solo near the end has an ecstatic climax near the end. The second is "Little Boy Blue," which would have felt like just another one of his jazzy rants on another album, but sticks out here like a sore thumb. The third, then, is "You Can't Unring a Bell," which is the only track on here to sound within a country mile of the direction he'd shift to a year later. Tom recites/semi-sings a slow poem in an unsettling voice while a jazzy bassline plays over chaotic booming drums, and when Tom says things like, "She's got big plans that don't include you/take it like a man," it's downright creepy in a way Tom hadn't really attempted to this point.

Still, without knowing what the future held, that track would feel like a weird aberration rather than a harbinger of anything on the horizon. Honestly, the biggest impression I get from this album is that, had he not met his future wife (Kathleen Brennan) on set and gotten introduced to Captain Beefheart, Tom probably would have made semi-forgettable albums similar to this until the end of time. It's a decent album, and it has some standouts, but don't rush out to find it.

The story behind this album and Tom's new approach is fairly simple: Tom met his wife, Kathleen Brennan, while putting together the One from the Heart album. Kathleen introduced Tom to Captain Beefheart, a prominent underground artist of the 60's and 70's (primarily intended for people who thought Frank Zappa was too mainstream) whose most famous album, Trout Mask Replica, essentially sounded like blues and garage rock where none of the players could hear the others or knew exactly when to begin or how fast to play. Tom realized that his own voice lent itself well to the kind of noisy avant-garde jazz-blues-rock Beefheart favored, and proceeded to record an album in this direction within a year or so. One label after another turned him down until he finally found a willing party in Island. Once this album was released in 1983, over a year after he'd recorded it, everything about Tom's artistic direction and the way people perceived him was irrevocably changed from how it was before. Gone was clear sentimentality (mostly), gone were orchestrated ballads (mostly), and gone was any connection to the conservative "normalcy" that had served as his fallback so often (though this new approach became a new fallback), even as his voice and lyrics had so often not been close to "normal." Tom Waits had now emerged from chrysalis and become Tom Waits.

All Tom Waits albums beyond this one owe a significant portion of their sound to the ideas established here, and if for no reason other than that one could justify giving this a higher grade than the (already quite high) grade I've given it. And yet, as amazing an accomplishment as this album might be, there's just something holding me back from holding it in the esteem I reserve for some other Waits albums. Maybe it's the presence of a couple of instrumentals ("Dave the Butcher," "Just Another Sucker on the Vine") that are somewhat interesting or atmospheric ("Vine" uses a harmonium to create images of French cafes in my mind; this isn't a really remarkable accomplishment, but there are worse images) but end up feeling really weak in the context of the sung tracks around them. Maybe it's the way that another instrumental, "Rainbirds," is incredibly pretty (the mix of piano and jazzy bass sounds a lot like something that could have happened on earlier albums) but feels misplaced as an album closer (I'd rearrange things so it ended the first half, though I'm not sure what I'd pick as the album's closer in its place). Maybe, though, it's just the sense that there aren't a lot of songs on here that I love, even if I like almost everything here; I just feel like Waits had made (on Closing Time and Small Change, even if those were completely different from this one) and would make albums with more material I feel strongly about than this one.

The best stuff on here either rocks or is notable for the bizarre moods it sets. The "rockers" category contains my two favorites, actually: neither "16 Shells from a Thirty-Ought-Six" nor "Down, Down, Down" have much to do with traditional approaches to "rocking," but they're both full of energetic guitar, drums that drive things forward in a semi-direct manner, great loud vocals bellowing interesting lyrics, and little details that do a good job of doing musical depictions of the vehicles that feature prominently in the lyrics (car for "16 Shells," train for "Down, Down, Down"). "Gin Soaked Boy" sounds like a fairly conventional Stones-y bluesy rocker, but it's kinda fun, and if it's generic then it's also short enough not to make me notice while I'm listening. Of the moody tracks, I'm most intrigued by "Trouble's Braids," which could have been part of yet another jazzy beatnik-style rant a few years earlier, but here is made into something fascinatingly creepy thanks to the chaotic drums that keep surfacing whenever Tom utters the phrase, "I pulled on trouble's braids." I'm also very fond of "Shore Leave," full of nasty (in a good way) squeaky feedback and Tom creating an unforgettable atmosphere that makes it seem like the whole world's a freak show (I'm also fascinated by how he recites his words in every part except where he briefly reads an extract from the letter he's sending his wife, at which point he sorta sings). Plus it debuts a sound Tom would break out once in a while, which I can only describe as a fascinatingly horrendous attempt at a falsetto. Is it just me, or is he trying to do an imitation of a black woman? The title track is very similar in mood to "Shore Leave," though maybe a little less hellish, but the lyrical imagery is still interesting enough that I hardly mind this.

Of the rest, one ("Frank's Wild Years") is a fairly fascinating tale of a guy who gets sick of his mundane life and decides to burn his family alive; it's interesting and evocative (I get a crackup at hearing Tom describe the awful mortgage rate the guy has to pay, though I guess that was a standard value back in the day), though I would never consider it close to a highlight. The remaining tracks all fall into the "ballad" category, and while one of them ("Town With No Cheer") is too messy and rambling for me to really enjoy it, the other three seem decent enough. "Johnsburg, Illinois" (about the town where Tom's wife grew up; I've been there many times and I can tell you it's a pleasant place, but completely unremarkable) is almost too brief to leave any significant impression, but I don't mind it, and it's a good respite between "Dave the Butcher" and "16 Shells." "Soldier's Things" is really touching; the piano-based melody is a little rambling, but the lyrics, about a soldier going through his old stuff, apparently because he's down on his luck and needs to sell it all, are really lovely. And finally, "In the Neighbourhood" might well be the most memorable track on here on initial listen, as Tom combines a faux-majestic melody (and with martial drums!) with images of sheer banality (done on purpose), and while it doesn't hold a candle to his best ballads, I still like it.

Overall, I do really like this album; I just find myself somewhat baffled by the idea that this is any kind of all-time great album (it isn't) or even that it's in the top tier of Tom's albums (same). I guess that if I'd heard this before his later work, I might attach a greater value to it than I do, but as is, the best I can do is say that this is still an extremely good album that everybody should own. Isn't that good enough?

Now, the first ten tracks are exceptional, and probably the best half hour of music Tom had done to this point. "Diamonds and Gold" doesn't do much for me, but the other nine have great music, great lyrics and great personality to spare. The one nod to conventional rock, "Hang Down Your Head," takes an old folk song ("Hang Down Your Head, Tom Dooley"), shakes it up a bit and makes a Springsteen-like electric-guitar anthem that I like a lot more than most Springsteen I've heard (and it's waaaaaaaay better than anything Bruce himself was making in this period). Another track, "Big Black Mariah," also has a rock foundation (with none other than Keith Richards on guitar), but it's a twisted, angry, dark foundation, and it makes for an awesome experience. "Singapore" ("Underground") and "Clap Hands" ("Shore Leave," "Swordfishtrombone") have somewhat close counterparts on Swordfishtrombones, but they're both improvements, especially "Clap Hands," which has one of the best combinations of menace, catchiness and unnerving percussion in Tom's discography.

The other tracks in this stretch are definitely in the same general vein established on the last album, but they go in very different directions from what was shown on that album. Tom really relishes the opportunity to stretch himself in all sorts of ways, many of which he'd probably never considered five or ten years previous; there's a polka ("Cemetary Polka," which completely lives up to its name), a moody use of Latin rhythms ("Jockey Full of Bourbon," a dark-horse contender for my favorite track, not least because of some really great guitar work), a tango ("Tango Till They're Sore," which sounds exactly like you'd expect a tango to sound like if it were on Swordfishtrombones), an anthemic acoustic ballad ("Time," which probably could have fit in pretty well on any of Tom's 70's albums if given a proper arrangement), and whatever in heaven's name the title track is. The opening accordion chords somehow manage to sound nothing like the rest of the song (which is a weirdly herky-jerky number fully of piercing guitar parts) and exactly like it (full of despair that you can't quite put your finger on). Whatever may be, if there's a quintessential moment of the album, it's gotta be when Tom sings, "For I am a raaaain dog too."

The nine remaining tracks on side two (the title track actually starts off this side, but it feels more like a side closer than a side opener) are good, but a definite step down from what came before. There are two instrumentals, and, ehn, they're ok, though the album would lose nothing if they were cut. "Walking Spanish" has never made an impression on me one way or another, and neither has "Union Square," beyond feeling vaguely similar to the basic rock of "Gin Soaked Boy." The rest is pretty nice, though. "9th & Hennepin" continues the "Frank's Wild Years" tradition of a creepy spoken interlude, and I actually prefer this one; it does a great job of conveying the sort of gritty, uncomfortable New York that Martin Scorsese liked to depict, and the "Such a crumbling beauty; ehn, nothing wrong with her a hundred dollars won't fix" line is just fantastic. His ventures into country are surprisingly good, too; "Gun Street Girl" is top-notch acoustic blues/country rock, and "Blind Love" is a great venture into the world of country balladry. "Downtown Train" is an amazing guitar-heavy ballad that deserved a much better fate than to become a hit for early 90's Rod Stewart, and the closing "Anywhere I Lay My Head" shows that Tom's deepest voice could work incredibly in a Gospel context. If there's a more whopping 5 seconds on the album from an emotional standpoint than when Tom sings the opening lines, "My head is spinning round, my heart is in my shoes," I can't think of it.

So yes, it's a very good, borderline-great album, and had it been edited down slightly it might have been the best Waits album ever. As is, this album is an exhausting experience, and it's not necessarily exhausting in the way I'd prefer (and yes, I know there's the argument that, in the era of digital music, this shouldn't matter in my assessment of the album because I can select the best parts and avoid the more exhausting ones; my answer is that an album ideally should leave me wanting to experience the whole thing without having to make adjustments to how I listen to it, no matter how convenient they might be). It's undoubtedly one that I enjoy a lot, and would recommend to anybody ... but Waits has done better, and not just once.

What's most fascinating about this album to me is that, in spite of all of the diverse instrumentation, diverse styles and overpowering artifice of it all (it is a musical theatre production, after all), Tom managed to write a collection of songs that's not only consistently emotionally resonant but also consistently memorable. I would dare say that the only album he'd made to this point that rivaled this in that combination was Closing Time, and that album couldn't have been more different ... then again, maybe these albums are more similar than they appear. I mean, couldn't the songs from Closing Time, with their portrayals of various people's lives, easily be used to frame a series of unconnected scenes that could be made into a play? It actually kinda makes sense, given his propensity for taking on guises and telling stories in his music, that Tom would find so much success upon dropping any pretense that he wasn't essentially just putting on a show. Of course, the songs here don't give any indication that they're part of a theatrical whole (aside from the presence of multiple versions of a couple of tracks in different approaches), which ends up making the situation all the more fascinating; it ends up that Tom's strongest collection of songs yet consists of songs that aren't connected at all in the context they're presented here, but are completely connected in a totally different format. Suffice it to say that this weird internal quasi-contradiction makes the album all the more interesting for me.

In terms of the album's sound, the biggest difference between this one and the last two is that there's much less emphasis on making the sound clear and "real" (the instrumentation of the last two albums may have been unusual, but it was presented in a solid production context that sounded timeless and not at all contemporary). That isn't to say that the album suddenly sounds contemporary with 1987 music, though; to the contrary, the main production tricks used are (a) making the sound old and murky and nostalgic, and (b) adding some weird compression effects to Tom's voice that make him sound stranger and more eerie than he had yet. This is an album whose sound, in my mind, matches the color scheme of the cover almost perfectly; that sort of faded puke yellow shade that conjures up old photographs, semi-coherent memories and the smell of booze and sadness. And yet, with the nostalgic menace over everything, this album also features Tom's most effective fusions yet of rock styles with his fascination with non-rock styles. The opening "Hang On St. Christopher" is a perfect example; it's the same mix of guitars, horns and drums crashing around each other as on the last two openers, with Tom singing in an "ugly" way (but with the aforementioned compression applied, making hims sound very different from how he did on "Underground" and "Singapore"), but here he manages to take these elements and create a surprisingly straightforward rock song. "Straight to the Top (rhumba)" may be what its title says, but it's also a song with an almost punkish intensity, definitely different from anything he had done so far (the later "Straight to the Top (Vegas") takes the same lyrics and basic melody and turns it into a hilariously over-the-top Sinatra parody).

The pattern continues through the rest of the album: Tom writes one song after another that's clearly inspired by genres outside of Western pop and rock music, but they are still surprisingly good within the standards of what makes a good Western pop and rock song. Without going through every song (I feel like I've been doing that a lot lately), I'll mention a few major standouts to me. "Blow Wind Blow" (full of banjo to go with the typical horn), "Yesterday is Here" (clearly inspired by Enrico Morricone soundtracks), both versions of "Innocent When You Dream" (the first version is done as a drinking song, the second is made to sound like an LP recording from the 20s or 30s) and "Train Song" (a fairly traditional piano ballad by Tom's numbers, with some accordion in the background) are among the best ballads Tom had written to this point. "Temptation" is a weirdly disorienting jazzy number with Tom bringing back his weird (faux-black woman) falsetto, and it's way catchier than it should be (I really dig the bass on this one for some reason). "Way Down in the Hole" has an amazing bassline, menacing horn parts and a fantastic disjointed guitar solo in the middle, and it's hard to imagine The Wire without this song (and the various great cover versions) as its theme. And just to mention two more, I'll say that "It's More Than Rain" is a very worthy successor to "Rain Dogs" and that "Cold Cold Ground" is one of the best nostalgic accordion-heavy country-ish ballads I could imagine.

Anyway, the rest of the album is really good too, and I feel bad for leaving the remaining tracks unmentioned (ok, one more: "Telephone Call from Istanbul" crosses exotic-sounding percussion with a banjo, and the effect is great). Ultimately, while this may not function in the same "defining career statement" manner that everybody is eager to use to describe Rain Dogs, it holds up as a better album. I would definitely say that if you've bought Rain Dogs, failed to click with it in the first couple of listens and feel ready to toss Tom Waits aside, you need to listen to this a couple of times before you give up on Tom. This isn't my very favorite Waits album, but it's really close to it.

Also not surprisingly, it works fairly nicely as a compilation of Tom's 80s albums, at least if you can excuse the absence of "Hang Down Your Head" and "Downtown Train." If there's anything significantly different in these recordings from the studio versions, it's that Tom's voice stays in "full onslaught" mode even more than in the studio (he does stick fairly close to the "mellower" vocal style expected in "Train Song," "Johnsburg, Illinois" and "Ruby's Arms," but "Yesterday's Here" is surprisingly scraggly), and a lot of the little arrangement and stylistic quirks that helped give his albums extra flavor are sacrificed in favor of a fairly monolithic sound. This isn't really a terrible thing; the rockers from the last few albums are a blast, thanks to some really ugly and really entertaining guitar work, and the transformation of "Red Shoes" from its BV version (which, mind you, I really enjoyed) is BREATHTAKING. It just means that you've got to get sucked into this general vibe and approach to enjoy the album from start to finish.

All this said, and putting aside the great ending stretch of "Clap Hands," "Gun Street Girl" and "Time," I have to say that this live version of "Way Down in the Hole" is just one of the coolest things I can imagine. It's Tom Waits (as only he can) imitating a fire-and-brimstone preacher! "He said, how much has Jesus done for you, and we got to go in with our hyrdaulic system, and blast him out! Oh people can I get an amen??" Seriously, if you're a Tom Waits fan, and you haven't heard this version of "Way Down in the Hole," you're absolutely missing out.

I guess this isn't one of the most necessary albums imaginable, and it would be nice to have a little more in the way of intra-song ad libs and hilarious introductions (you NEED to hear the introduction to "Train Song" where he describes a situation in which one can get pregnant without intercourse), but I'd be lying if I didn't say this is entertaining as hell. If you love Waits' 80s stuff this is surprisingly essential.