Tom Waits In The Studio: The Island Albums

We discussed the remarkable run of records that started with ‘Swordfishtrombones’ with some of his trusted collaborators.

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Tom Waits
Photo: Aaron Rapoport/Corbis/Getty Images

When Tom Waits grabbed the production reins of his albums, he ended up redefining what a singer/songwriter could be and the very act of record-making itself. Along the way, he assembled a staggering tally of timeless songs that sound like nothing else that came before them and inspired cover versions by an endless list of legends, including Steve Earle, Alison Krauss, Rod Stewart, Bob Seger, The Ramones, Los Lobos, The Neville Brothers, Tori Amos, Elvis Costello, and countless others. We discussed this remarkable run of records with some of the collaborators Tom knew best.

Tom Waits Before Island

Most of Tom Waits’s 70s albums were produced by Bones Howe, who made his name overseeing classics by The 5th Dimension, The Association, and The Turtles, but had a musical mind that encompassed far more than 1960s pop. Cool jazz, blues, vintage Hollywood orchestration stylings, Beat poetry – they were all part of the dazzling patchwork Waits and Howe assembled over the course of seven records together.

From 1974’s The Heart of Saturday Night through 1982’s One from the Heart (the eponymous soundtrack to Francis Ford Coppola’s musical love story), Waits was the porkpie-hatted troubadour who took snapshots of street-level lives. The songs showed America its reflection in a cracked rearview mirror: an endless neon landscape where the strip never shuts down and the heart of Saturday night is always right around the next corner.

Order Tom Waits’ Island catalogue on vinyl now.


Waits always had his eyes fixed on the next horizon, and by the time he started stitching together 1983’s Swordfishtrombones, a lot had changed. He’d switched from Asylum to Island Records, split with his longtime manager, and married Kathleen Brennan, a writer who opened up Waits’s mind as much as his heart, turning him on to new sounds and new ideas.

“She had the best record collection,” Waits told MOJO’s Sylvie Simmons, “I hadn’t really listened to Captain Beefheart before… I was like an old man, stuck in my ways. She helped me rethink myself. Because my music up to that point was still in the box… I think from that point on, I really tried to grow.”

Instead of jettisoning his old influences, Waits added extra flavors to his musical stew, leaning into the percussive percolations of avant-garde composer Harry Partch’s homemade instruments, the feral Dadaism of the aforementioned Beefheart, and the sharp-toothed theatrical art songs of Bertolt Brecht & Kurt Weill, to name just a few touchstones. Crucially, with Brennan’s encouragement, he’d gained the confidence to produce himself for the first time.

“I felt that recording the first self-produced album for Tom, I had a big responsibility,” says Biff Dawes. “I was following the great albums done by Bones Howe.” Dawes was a connecting thread between Waits’s old and new worlds – it was Howe who first brought him into the fold for the scoring sessions of One From The Heart. Not long after, Dawes got a call to engineer what would become Swordfishtrombones at L.A.’s Sunset Sound.

Dawes quickly discovered that the days of Waits cutting entire albums with little more than bopping bass, drums, and sax were over. “The instrumentation with Tom could have an accordion, bagpipes, a valve trombone or a banjo,” he says, “and a wide variety of traditional and homemade percussion.”

Waits began reaching into a whole new musical toolkit, with guidance from Francis Thumm, a member of the Harry Partch Ensemble who knew a thing or two about outside-the-box sounds, especially on the percussive end of things. Between Thumm, drummer Stephen Hodges, and renowned percussionist Victor Feldman, the tracks were punctuated by Balinese metal angklung (“Shore Leave”), brake drum (“16 Shells from a Thirty-Ought-Six”), bass marimba (“Underground”), African talking drum (“Trouble’s Braids”), parade drum (“In the Neighborhood”), and more.

Shore Leave (2023 Remaster)

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“It was like, ‘Let’s have a band of people be painters and sculptors telling these stories, rather than, ‘I’ve got a good jazz band who can play a nice groove while I’m singing my sort of swinging song,” says percussionist Michael Blair, who would become a key contributor in Waits’s world starting with Rain Dogs.

Waits was entering new realms lyrically, too. Instead of immortalizing the denizens of downtown street scenes, he depicts subterranean realms on “Underground,” and a small Australian town devoid of alcohol on “Town with No Cheer.” The first appearance of “Frank,” about whom we’d be hearing a lot more later, comes on “Frank’s Wild Years,” a spoken-word piece for which Waits cited the influence of Charles Bukowski and “word jazz” musical monologist Ken Nordine. At first, Frank feels like a character from Waits’s 70s milieu, but things take a more macabre, black-humored turn.

Underground (2023 Remaster)

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Waits’s gift for imagery served him well in the studio. “[Tom] might describe what he was looking for with a color rather than, say, a frequency,” remembers Dawes. “He might say, ‘Take the shine off of that, put more of a point on that.’ Or ‘make that a little browner.’”

Rain Dogs

Waits’s musical visualizations became even more vivid after he and Brennan moved to New York City, and he started work on Rain Dogs at the legendary RCA Studio. “It was never like, ‘These are the three notes you have,” says Blair. “It was more like, ‘This is sort of green,’ or ‘It’s late at night,’ or ‘Let’s play like it’s a Russian bar mitzvah… Play this like you’ve got one arm tied behind your back, and you’ve never played this instrument before.’”

Waits was busy soaking up the best of what the city’s left-of-center arts scene had to offer. “He was meeting people like Robert Wilson, Jim Jarmusch, and [Lounge Lizards saxophonist] John Lurie,” remembers Blair. “So, he was getting steeped in that downtown art-rocky kind of thing, which sort of fit the stories that he was writing.”

Another key component of Waits’s sound came together during Rain Dogs with the arrival of guitarist Marc Ribot. Lurie’s Lounge Lizards bandmate, he would remain an important musical foil for decades to come.

“[Marc] played with Wilson Pickett,” remembers Blair, “and he had studied with Frantz Casseus, a Haitian guitarist/composer, and then he could sound like Keith Richards’ little brother, and all in one song. He would find notes vertically, more like harmolodic Ornette Coleman sort of stuff, but he would still be functioning in the key the song was in. He would be picking notes that would sort of work against the chord. He could play Spanish guitar in the most beautiful way, and then he would strap on that Telecaster and just beat the crap out of a song with this really great groove.”

The musicians cottoned onto the strategy of taking cues from Waits’s body language. “He would pick up his guitar, and he would play these broken chords and stuff with a certain kind of rhythm inside,” recalls Blair. “In his body would be signals that, if you were smart, you would go, ‘That’s where the groove is.’”

Between Blair’s grounding in avant-garde percussion music and Ribot’s varied experiences, they were an ideal fit for where Waits was heading. “Gongs and drums and cymbals and backward things and avant-garde clanging and crunching and junkyard-y things – I already had a good grasp on how I liked to combine those sounds,” says Blair. “Marc and I both had a background where we understood that math. We understood how to play stuff where the grooves would work, the sounds and the frequencies were actually leaving room around his voice… So, he was Keith [Richards] and I was Charlie [Watts] in our sort of perverted way.”

Keith himself turned up to add his sui generis guitar tone to “Big Black Mariah,” “Union Square,” and “Blind Love,” and sing with Waits on the latter. When Island asked who he wanted on the album, Waits had thrown out Richards’ name, never dreaming he’d accept. Blair describes the pair as “Brothers in arms, or brothers from other mothers. Tom was thrilled. They were so great together.”

Blind Love (2023 Remaster)

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Richards lent his hardscrabble sound to the record’s rootsier tracks. But as Rain Dogs saxophonist Arno Hecht of The Uptown Horns says, the dazzlingly eclectic album is “kind of like Tom Waits’s equivalent of Sgt. Pepper’s. He was really venturing into some territory there.”

The Uptown Horns played on the album’s two brass-centric tunes whose disparate styles underscore Rain Dogs’ diversity. “‘Midtown’ was this idea he had for an instrumental,” says Hecht. “He sang some ideas and we went back and forth and we came up with the song that you hear. He said, ‘I want it to be like some old detective/spy music.’ After we had laid down our tracks, he says to me [imitates Waits’ voice], ‘I want you to give me a solo with no notes, just sounds.’ So that’s what I proceeded to do, just kind of going wild and making sounds on the tenor. That was definitely fun. He was really happy.”

Midtown (2023 Remaster)

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For “Singapore,” “we found this old dresser that was gonna be thrown out,” remembers Blair. “I had a hammer and started whacking it and Tom goes, ‘There, we’ll use that.’ And that’s the drum kit on ‘Singapore.’” Blair’s sound sources on “Jockey Full of Bourbon” were a barstool and a wooden two-by-four, while Ribot rang out a solo somewhere between a surf-rock beach party and a Cuban wedding, and Waits unspooled a mix of modified nursery rhymes and Impressionist verse.

“Ninth and Hennepin” blends the kind of streetwise poetics Waits favored in the 70s and the eerie, Partch-inspired atmospheres he had more recently embraced. But instead of a retro Beatnik vibe, the tune achieved a timeless otherworldliness. “We did the marimba,” remembers Blair, “that sort of spy music groove…and Tom was starting to do the voiceover. And then I put the bowed saw on.” But something even more unexpected was needed. That’s how Blair ended up shaking a metal toolbox full of screwdrivers. “Tom was like, ‘Yes! Good!’”

On an album as exotically flavored as Rain Dogs, the most “normal”-sounding song seemed the most unusual. “Downtown Train” is an ‘80s variation on the kind of classic pop tune that could have come from a Brill Building songwriter. A set of players sympathetic to that spirit were drafted for the track, including SNL’s future bandleader G.E. Smith on guitar and session legend Tony Levin on bass. The tune’s crossover potential was realized in 1989 when Rod Stewart’s version became a hit.

Frank’s Wild Years

Just nine months after Rain Dogs’ release, Waits’s next project premiered, but it didn’t begin as an album. Pursuing his growing interest in unconventional theater pieces, he wrote Frank’s Wild Years with Brennan as a staged musical following the further adventures of the character we first met in the Swordfishtrombones song of the same name. The 1986 show was directed by Tony winner Gary Sinise for Chicago’s celebrated Steppenwolf Theatre Company. Just a couple of weeks after its limited run, Waits brought the basic band from the play into the studio to turn Frank’s Wild Years into an album.

“Tom and Kathleen pretty much said, ‘Don’t worry about what the arrangements were from the show, we’re gonna make a record now,’” says Blair. “We were in Universal Recording in Chicago where Coltrane had played, and Howlin’ Wolf. There were ghosts in the room.” He recalls that even in the studio, at its core, this was still a show. “It was a theater piece; it was a movie with Tom as the director and the casting agent: ‘Here’s this kind of character with this kind of voice, and this kind of movie in the room. Let’s make sure that every sound we make creates a kind of visual image.’”

Part of the way Waits achieved that – especially since not all the songs in the stage version were sung by him – was to tap the many voices within him, in a very literal sense. Biff Dawes remembers, “Sometimes he wanted the sound of an old radio show or old blues recording [for his voice]. On vocals, we might use an old crystal mic – bullet mic – sometimes a powered megaphone or vintage yell leader megaphone. Sometimes he would just cup his hands around the mic to get the effect he was hoping to achieve.”

“Whatever the music that he’s feeling requires,” says engineer Tchad Blake, who was soon to enter Waits’s orbit, “he’ll summon whatever voice he needs.” Blair confirms, “He’d do his sort of operatic thing, and then he’d do his, like, Irish folk song sound, and then he’d do his fake Frank Sinatra thing, and then he’d do the things at the piano where he’d sort of soften up.”

The players were never working from charts; Waits preferred to construct arrangements on the fly. “He would sing stuff or play stuff that could be the beginnings of the groove or what the hook might be,” remembers Blair. And since fealty to the stage show arrangements wasn’t required, everything was up for grabs, so tunes like stripped-down blues/gospel rhumba “Way Down in the Hole” evolved accordingly. “In the show, there was more of a band groove in it. For the album, it was me and Greg and Tom [on the basic track] and if I remember correctly, I was playing sandpaper… literally two pieces of sandpaper with a microphone right on it.” Ralph Carney’s spooky sax punctuation and Ribot’s razor-wire guitar solo filled out the track.

Way Down In The Hole (2023 Remaster)

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For the surging “Hang on St. Christopher,” another song covered years later by Rod Stewart, the bass line wasn’t even played on a bass. “It was Bill Schimmel on the floor playing the bass notes on the pedals of the B-3 organ,” reports Blair. “Marc played the guitar later and did that whole spoing spoing spoing thing without playing the notes in between. Then I was like, ‘Can I play this sort of Ringo backbeat groove that never changes?’”


After the title character’s twisting path of folly and fancy on Frank’s Wild Years was concluded, it seemed like the saga that began on Swordfishtrombones was done. It was time for something new.

Bone Machine

“When I think of Bone Machine, I do think of it as darker than the previous records in a really playful way,” says Tchad Blake, who mixed the 1992 Frank’s follow-up. “It got a little bit less circus and more like a dark barn. It’s absolutely genre-busting, you can’t pin it down, it’s just Tom Waits.”

Waits wanted to find a new studio where he felt more comfortable, which wound up being a former chicken farm in Northern California: Prairie Sun Recording Studio in bucolic Cotati. Instead of the main tracking room, Waits chose a small spot in the basement that had been a hatchery. “I don’t think it could have been more than 20 x 20 square,” recalls Blake, “and it was wood slats for insulation that all kinda rattled. It had a warehouse sliding door. Tom had his Conundrum in there, which was this big metal sculpture somebody had made him that he hit and banged on. And there was also an upright [piano] in there. The control room was up the hill about 150 feet.”

“Communication was difficult at times because I couldn’t always see what we were doing during overdubs,” says Biff Dawes. “We were both going up and down the hill all day changing set-ups.”

“It was his local,” says Blake of the studio. “It suited him. There were lots of cool things about being up there. One time we were working there, there was an accordion festival in town, we’d go down every day to it. There were swap meets that we’d go to, we would each get these crazy old bits and pieces that back in those days, you could still buy for two dollars, and come back and use them in the studio.”

The austerity of the circumstances only seemed to fuel Waits’s industriousness. “There were times Tom was sitting on a cold cement floor in the unheated room experimenting with banging on percussion parts for songs,” remembers Dawes.

Some of the most idiosyncratic percussion came from the aforementioned Conundrum, built by Waits’s sculptor neighbor Serge Etienne. “There’s different things on the Conundrum,” explains Blake, “and depending on what you hit them with, it’s gonna sound different, if he’s hitting it with a mallet or a hammer or a steel bar. There were things that resonated and things that just sounded like an anvil. He also had drums set up on the floor. I think it was ‘Goin’ Out West’…he did the drums while singing. I remember him sitting on the floor. He might even have had bits of the conundrum on the floor on pillows.”

Goin' Out West (2023 Remaster)

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But Waits had to venture beyond the studio to capture the Partch-goes-gamelan percussive patterns running throughout “The Earth Died Screaming.” “He wanted this to sound like Smithsonian Institution field recordings,” recalls Blake. “I said, ‘I know exactly how you get that sound; you just record it outside.’” They drafted as many people as they could find for their percussion army. “Seven, maybe eight including Tom, [hitting] two-by-fours and bits of wood we found around the farm.”

For all the inherent insularity of the setting, some stellar guests still showed up. Old pal Keith Richards sang and played on ragged-but-right rootsy ballad “That Feel.” Los Lobos frontman David Hidalgo lent violin and accordion to the bittersweet “Whistle Down the Wind” and Primus’s Les Claypool played the primeval-sounding bass on “The Earth Died Screaming.”

Bone Machine, half of which was co-written by Brennan, was both Waits’s most primal recording (the track “All Stripped Down” seems to celebrate the ethos) and his most in-your-face so far. While balladry was far from absent, the murderous bacchanal “In the Colosseum,” the jacked-up Hollywood-or-bust “Goin’ Out West,” and the apocalyptic growl of “The Earth Died Screaming” has a gloriously gonzo gusto, with the prehistoric-sounding percussion of Waits and drummer Brain threading it all together.

The Earth Died Screaming (2023 Remaster)

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“He likes sounds that have character and weirdness,” says guitarist Joe Gore, a fixture in Waits’s world beginning with Bone Machine. “Being in tune is most definitely not the highest priority. The intro to ‘Goin’ Out West’ is probably the most out-of-tune thing I’ve ever recorded in my life, and it’s probably the best-known thing I’ve ever recorded in my life. I was tuning the guitar down far below where it’s ordinarily tuned. It made this cacophonous out-of-tune mess that Tom loved.”

Blake remembers Waits’s guidance on mixing “Goin’ Out West.” “He came in and said, ‘Oh man, that sounds great, I love everything but the guitar. It sounds like everybody’s in the car driving down the highway, with Ralph and Betty and Suzy and Tim in the backseat, and everybody’s happily going on vacation, but the guitar sounds like a bug splattering the windshield. I want the guitar to be in the car with the whole family happily going along to their destination.’ I changed a couple of things, it took me about 20 seconds, and he went, ‘Yeah!’ I wish sessions were all like that.”

When communicating his ideas, Waits rarely referenced other musicians, with an important exception. “So many times when giving me guidance on guitar,” says Gore, “he would refer me to one guitarist. He’d say, ‘Can you make it a little more Pops Staples?’ Pops Staples is really important to Tom, I think that’s kind of Tom’s idea of a perfect guitar part. So that was a touchstone.”

The Black Rider

The Black Rider was the first of three Waits albums adapted from his theatrical projects with Robert Wilson. (Blood Money and Alice would eventually complete the nonconsecutive trilogy.) Waits was bowled over by seeing Wilson’s groundbreaking Einstein on the Beach in New York in 1984. Years later, when Wilson asked him to write the songs for his new play, Waits was all in, especially upon learning that iconic Beat author William S. Burroughs would write the script. Based on 1820s German opera Der Freischutz about a man who makes a bargain with Satan, the show premiered in Hamburg in 1990.

Waits, who didn’t perform in the show, started recording his adaptation during theatrical pre-production in 1989 with mostly German stage musicians. But his Hollywood work slowed the process while the increasingly in-demand actor appeared in several films, including Queens Logic, Bram Stoker’s Dracula, and Jim Jarmusch’s Night on Earth, also writing the score for the latter. In 1993, Waits finally convened a squad of U.S. players at Prairie Sun to finish the album.

Waits doubled down on the Kurt Weill influences that had been an element of his work at least as far back as Swordfishtrombones. The moods and tonalities of pre-WWII German cabaret and musical theater came fully to the forefront. “There’s some crazy melodic stuff which is like a whole expansion of places he’s gone before that got really distilled on this,” says Blake,” it has the feel of a play.”

Russian Dance (2023 Remaster)

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Gore views it as “more literally what a dance orchestra might have been like in Weimar Germany. The instrumentation was like something out of the late ‘20s or early ‘30s. A little orchestra with banjo, maybe the kind of ensemble you would have heard in a louche nightclub in a seedy underground part of Berlin. It wasn’t a jazz combo setup like Tom played with a lot [in the 70s]. And it wasn’t the more rock band-y sound of some of Bone Machine. You can imagine a room full of musicians in frowsy, worn tuxedos, playing in front of a stage where something perverse is going on [laughs]. And, of course, on the title track he’s singing in the German accent. So, it’s the most Weimar/Weill-esque of Tom’s stuff.”

Gore’s connection to the source material helped him evoke just the right vibe. “I knew Die Freischutz really well,” he explains. “It kind of evoked a sound world, and a moral world. I think I was very much trying to play in an antique way… There’s maybe less of the noisy atonality.”

The instrumentation is mostly acoustic, but Waits never needed electricity to raise a ruckus. “I think almost every session I did with Tom he would say, ‘Bring a banjo’” recalls Gore. “I have a very beautiful modern banjo, and I would bring it. And every single time he would say, ‘Can you play this one instead?’ And he had like a hundred-year-old banjo with probably 25-year-old strings on it. It just went ka-thud, and he called it Death Banjo.”

“There’s two very different ways that I’ve worked with Tom,” Gore relates. “Sometimes he works by building up tracks…overdubs, layering ideas. But Black Rider was very much the ensemble sitting in the room playing. It was a lot like a recording session from the ‘50s. You put a band together in the room – we were sitting together in chairs like an old-school big band. It wasn’t that big, but there were eight or 10 of us. Tom’s buddy Franny [Thumm] made basic charts for the session…just a chord chart, it didn’t have any specific melodies to play. It was done real-time, everyone playing together. I played a lot of Death Banjo on that one.”

For Waits, intriguing tone and spontaneous spirit trumped technical perfection every time. “Almost everything is a first or second take,” reports Gore. “He places enormous value on looseness and spontaneity. He wants it raw. If it starts getting too polished, you rip it up and start something else.”

The Last Rose Of The Summer (2023 Remaster)

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The Black Rider is defined in part by chilling imagery and a feeling of foreboding. But as with any Waits album, there are moments of transcendent beauty, like big-hearted ballads “The Briar and The Rose” and “The Last Rose of the Summer.” That push and pull between the explosively experimental and the unabashedly tender has remained at the core of everything he’s done.

The legacy

When Waits began filling the production chair himself, he probably knew he was taking an important step in his own artistic journey. But he couldn’t have realized he was also revamping the art of recording in the process.

Up until then, albums were basically made one of two ways: If you were feeling lucky you could cut everything live in the studio, but most likely you’d lay down the bass and drums, overdub the guitars and keys, and finish off with vocals, horns, strings, or any other toppings. But Waits worked the studio (or the chicken hatchery, as the case may be) like Picasso approaching a canvas. He didn’t rewrite the rulebook, he turned it inside out and then danced a tarantella on it.

“[T]here’s something in the fact of a studio with instruments you’ve spent thousands of dollars renting,” he told Musician’s Mark Rowland in 1987, “to walk over to the bathroom and the sound of the lid coming down on the toilet is more appealing than that $7,000 bass drum. And you use it. You have to be aware of that…. You have to feel it hasn’t been done until you do it. Tape a bottle of Scotch to the tape recorder. Give a Telecaster to Lawrence Welk. We’d all like to hear what that’s like. They’re very conscious decisions.”

Over time, those decisions built up a body of work unlike any other. And they shifted the musical tides in ways that no one could (or would ever want to) change. “I still get influenced by those records,” rhapsodizes Tchad Blake. “It was almost like working for Van Gogh or something… When I hear ‘Goin’ Out West’ I go, ‘Yeah, that sounds f***ing awesome.’ Then I remind myself that I’ve done it, and I almost have to pinch myself that that’s me.”

From the surreal shaggy dog stories of Swordfishtrombones to the fractured fairytales of The Black Rider, it’s tough to believe that the same artist is at the center of it all, shapeshifting as the moment demands. “Ah, it’s always the same guy,” says Arno Hecht. “There’s one Tom Waits. He doesn’t remain stuck in something. He takes it to wherever he wants to take it next.”

Order Tom Waits’ Island catalogue on vinyl now.

1 Comment

1 Comment

  1. Mikel

    December 11, 2023 at 8:17 pm

    That was amazingly curated.
    Thank you.
    You missed “God’s away”, the Cookie Monster version.

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