Tom Waits

Tom Waits was born December 7, 1949, in Pomona, California, to a Spanish-teacher father and a homemaker mother, and grew up largely in the Los Angeles suburb of Whittier^[1]. He began performing around 1969 at a San Diego coffeehouse, working through Bob Dylan covers and original material steeped in R&B, soul, and country before signing to Asylum Records in 1972^[1]. Over the following decade he built a cult following as a gravel-voiced storyteller of barflies and night owls, releasing albums like Closing Time, The Heart of Saturday Night, and Small Change that established him as a noir-inflected chronicler of society's margins, working mostly in piano-based ballads and character sketches^[1].

The Partnership That Changed the Music

The turning point in Waits's career came through Kathleen Brennan, a playwright he met while writing music for Francis Ford Coppola's film One from the Heart. The two married in 1980^[1]. Brennan introduced him to the music of Captain Beefheart and the composer Harry Partch, and encouraged him to abandon the smooth jazz-club arrangements of his Asylum years for something rougher and more theatrical^[1]. His first album after their marriage, 1983's Swordfishtrombones, marked a dramatic reinvention built on clanking percussion and unconventional instrumentation, and Brennan has co-written material with him ever since, across albums including Swordfishtrombones, Rain Dogs, Franks Wild Years, Alice, and Blood Money^[1]. That partnership reached one of its fullest expressions in Franks Wild Years, the 1987 album built from a theatrical production the couple wrote and staged together at Chicago's Steppenwolf Theatre, with Waits playing the lead role of a small-town accordion player chasing, and losing, his own legend.

The relationship actually began two years earlier than that film project, and somewhat by accident: Waits and Brennan first crossed paths in 1978 on the set of the film Paradise Alley, where she worked as a scriptwriter while he made his own acting debut, and they reconnected during the One from the Heart sessions, properly connecting, by Waits's own account, on New Year's Eve^[2]. He came to that relationship not long after ending a long partnership with singer-songwriter Rickie Lee Jones^[4].

The courtship overlapped with the making of Heartattack and Vine, released in September 1980 and produced by his longtime collaborator Bones Howe. It became Waits's final album for Asylum Records and a hinge point in his catalogue, pairing his usual barroom balladry with rougher, fuzz-guitar blues vamps in what he later described as an attempt to shed old habits and put on a different costume^[3]. The album's tenderest moment, "Jersey Girl," was written directly for Brennan, who had grown up in Morristown, New Jersey; Waits later said a woman like her was too beautiful for poetry, and that the song should feel like pulling a photograph from a wallet and saying, that's her, that's my girl^[4].

Rain Dogs and the Song That Got Away

Waits wrote most of Rain Dogs, all nineteen tracks of it, during a concentrated stretch in the fall of 1984, working out of a rented basement space near Washington and Horatio Streets in Manhattan's West Village^[6]. He treated the city itself as raw material, taking down the language he saw on storefronts and signage and recording ambient street noise directly into the sessions rather than reaching for the synthesizers and digital samplers common in mid-1980s pop production^[6]. He favored physically generated, tactile sounds, famously saying he would rather hit a door with a length of wood than use a drum machine^[6], and the finished record plays as a loose concept album about New York's outsiders and drifters, its carnival cast of one-armed dwarfs and window-jumping eccentrics cementing his reputation as a chronicler of urban grotesques^[7]. Contemporary critics recognized it immediately, and it has since been ranked among the best albums of the 1980s by both Rolling Stone and Pitchfork^[6].

Trains run through Waits's songwriting almost obsessively, appearing across more than three decades of his catalogue as symbols of departure, escape, heartbreak, and the impossibility of ever fully getting back to where you started^[8]. The clearest expression of that fixation on Rain Dogs is "Downtown Train," a comparatively plain, melodic song about a man watching trainloads of Brooklyn-bound women for a face that never appears among them, a rare moment of direct, unguarded longing amid the album's theatrical cast of characters.

According to one Waits biography, he wrote "Downtown Train" partly with an eye on its potential as a cover, at a point when he had gained more control over his own publishing and stood to profit if a more mainstream artist picked it up^[9]. He still gave it a proper send-off of his own, recording it with a black-and-white promotional video directed by Jean-Baptiste Mondino that featured a cameo from the retired boxer Jake LaMotta^[10]. The bigger commercial life came four years later, when Rod Stewart, produced by Trevor Horn, took the song's chorus and turned it into a swelling hit that reached number three on the Billboard Hot 100 and earned Stewart a Grammy nomination^[11]. That success cost Stewart a friendship: Bob Seger had also recorded the song around the same time, and his camp was reportedly furious when Stewart's version beat theirs to release, a rift that left Seger's own recording unreleased until 2011^[9].