Chapter 6

Real Romantic Dreamers Stuck in the Wrong Time Zone

“Shall we weigh along these streets,
Young lions on the lam?”

(Rickie Lee Jones, “We Belong Together,” 1980)

When Dave Bates first came to Los Angeles in December 1978 to bone up on the city’s music scene, he asked Harvey Kubernik where he should stay. Naturally the Melody Maker man recommended the Tropicana Motor Hotel. Where else would an aspiring English A&R scout—Bates later signed Def Leppard, Tears for Fears, and many more—wish to hole up in LA?

“$22 a night gets you a room on the perimeter of the Tropicana’s swimming pool,” fellow Brit Mark Williams wrote that very month. “If you check in a little early, say at three in the afternoon, you might see the more determined of LA’s groupies slinking and blinking out into the daylight, looking considerably less made-up than they were the previous evening at the Roxy.”

What Bates remembers best about the Tropicana was the double daily encounter with Tom Waits. “Every day I’d be leaving in the morning and Tom would be coming in,” he laughs. “And then at night when I came back he’d just have woken up and he’d be heading out to the Troubadour.” Elvis Costello, later a friend of Waits,’ recalled staying at the motel in the same period and being a “nodding acquaintance, literally, as [Tom] would be passing by with his groceries.”

Tickling the ivories at the Tropicana, late 1977. (Mitchell Rose)

The first time I met Waits I took a risk and asked him—as though it were some revelatory insight that had never occurred to him—if his nightfly existence at the Tropicana motel had ever been … well, a pose. “Oh, gosh,” he said, because he usually prefaced any answer with “Oh, gosh,” or “Uh, gee.” “When I moved into that place it was, like, nine dollars a night. But it became a … a stage, because I became associated with it and people came looking for me and calling me in the middle of the night. I think I really wanted to kind of get lost in it all … so I did.” For Waits, “getting lost” in the role he’d written for himself was partly about avoiding the bigger questions of identity—of who he was and what he really wanted from life. The alternating rituals of touring and then of hanging out at the Tropicana and the Troubadour slowly blurred the distinction between Tom Waits and “Tom Waits.”

To some local onlookers, though, the Waits act was as valid as any comparable mask. Tom Nolan figured that if you were going to strike a pose on the LA scene—one populated by cocaine cowboys in jeans and aviator shades—the Waits stance was more appealing than the alternatives. “Of course there was a persona that he affected,” Nolan says. “And of course you would tussle with that and think, ‘Well, obviously he’s not a 1950s jazzbo beatnik.’ But the quality was there. He made me feel personally more creative.”

“If I was going to decide to be a cowboy, I’d get real damn cowboy,” adds Nolan’s fellow writer Todd Everett. “Personally I never thought of Waits as someone who went home and took off his Tom Waits suit and put on an Aloha shirt and flip-flops in order to go down to the beach.” Waits didn’t see himself like that either. “I don’t normally wear Bermuda shorts and white socks and wingtips and read Kahlil Gibran,” he quipped. “I’m the closest thing to myself that I know.” He had also begun to resent the way the media pigeonholed him as a kind of latterday Maynard G. Krebs. “It’s usually journalists … who create a period of music and eventually destroy it as well,” he remarked sourly. When people asked him about Kerouac, they seemed to insinuate that he was “trying to recreate the beat scene or some bullshit,” thus revealing nothing but “their own stupidity … [and] limited experience.”

Waits’ “act” was really a self-protective device, a screen to deflect attention. “The fact is that everybody who starts doing this to a certain extent develops some kind of a persona or image in order to survive,” he argued in hindsight. “It’s much safer to approach this with some kind of persona, because if it’s not a ventriloquist act, if it’s just you, then it’s really scary.” The problem was, Waits’ twilight life at the Tropicana was becoming pretty scary anyway. Much as he made light of the place, even he knew it was becoming a little heavy. “I saw Tom on one or two occasions where I thought, ‘This is getting a little too serious,’” recalls Jerry Yester. “I didn’t say it and I’m not sure anybody did, but I felt like saying, ‘Tom, you better get your shit together.’ Maybe Herbie said it, I don’t know.”

Waits later reflected that his life in this period was like going to a fancy-dress party and waking up the next morning in the same outfit. “I really became a character in my own story,” he said. “I’d go out at night, get drunk, fall asleep underneath a car. Come home with leaves in my hair, grease on the side of my face, stumble into the kitchen, bang my head on the piano and somehow chronicle my own demise and the parade of horribles that lived next door.”

Like the Tropicana, the Troubadour was unravelling by 1977. Struggling to come to terms with the changing musical climate— the punk winds blowing in from New York and London—the former folk sanctuary was now rife with drugs. “The bartenders there were all fucked up on pills and coke,” says Robert Marchese. “It became an ugly scene, and Doug Weston was fading.” Adds Louie Lista, “Things were getting so out of hand that I’d look back at what happened on a given Saturday night and think, ‘This is too out in the open, this is getting dangerous.’”

If Herb Cohen had turned a blind eye to the drink-fuelled scrapes Waits was getting into, an incident in late May made them harder to ignore. Waits already harboured a belligerent attitude towards cops when three plainclothes policemen came into the coffee shop on the night of the 27th. “I remember this one African-American cop asking Tom if he’d ever been arrested,” Louie Lista remembers of an earlier incident. “Tom grunted, ‘Nothin’ to write home about.’ And there was something in the chemistry with this guy that struck a little bit of a spark. I said afterwards, ‘Waits, you got a bad attitude, man.’ He was like, ‘No, I don’t! That guy was tryin’ to screw with me!’” On another occasion, when an LAPD funeral procession was wending past the Tropicana, Waits and Chuck E. Weiss broke into a raucous rendition of Bob Marley’s “I Shot the Sheriff.”

Waits and Bobi Thomas were supping with Weiss at Duke’s when one of the coffeeshop regulars pushed in front of the plainclothes deputies. Watching as the men became physically aggressive with the guy, Waits and Weiss leapt to his defence. “They’d taken over the tables of some people we knew at the restaurant,” Waits claimed. “They’d bullied their way into a table. We let them know we didn’t think it was the kind of thing that we do around here, and they didn’t like that.” The police report stated that “suspects Weiss and Waits … yelled to the unknown male, ‘Hey man, I got these dudes covered …’ then told the deputies ‘You guys wanna fight? Come on.’”

Thomas recalls that Waits shouted for her to “call Herb!” Waits and Weiss then followed her out of the coffee shop, only to have the cops pursue them. In Herb Cohen’s words the deputies “pulled their guns, threw them down on the ground and handcuffed them … [and] told Chuck they were arresting them for homosexual soliciting and being drunk and disorderly.” Eyewitness Mike Ruiz, drummer with a band called Milk’n’Cookies, watched as one cop got Waits in a headlock and began pounding his head on the side of a phone booth.“[They] threw us into the back of a Toyota pickup with guns to our temples,” Waits remembered. “Guy says, ‘Do you know what one of these things does to your head when you fire it at close range?’ He said, ‘Your head will explode like a cantaloupe.’ I thought about that. I was very still.”

Three months later Waits and Weiss were found not guilty on two charges of disturbing the peace. The verdict concluded a three-day trial in which the pair’s lawyer, Terry Steinhart, a partner in the firm founded by Mutt Cohen, presented eight witnesses who disputed the report of the original arresting officers and presented testimony of “extreme abuse” to Waits and Weiss. In a sign of legal things to come, Waits decided to sue for monetary damages from the LAPD. “It dragged on for five years before I got my day in court with a little arbitration hearing,” Waits recalled. He eventually pocketed the modest sum of $7,500.

1977 kicked off with Waits’ first tour of Japan. Shows in Tokyo, Osaka, Kyoto, and other cities proved a welcome antidote to his usual experience on the road. He told friends that Japanese audiences and promoters alike treated American performers like kings, even if he suspected that they viewed him as a two-dimensional jazzbo caricature. “The people were so quiet and respectful,” recalls Chip White. “We walked out on stage in front of two thousand people and Tom said, ‘This is as quiet as it was at soundcheck!’ They were like samurai listeners—they listened with a deadly intent!”

Among Waits’ Japanese fans was a woman who befriended him after a show and mistook a casual remark to be a proposal of marriage. Five months and a European tour later, she tracked him down to LA. On 19 May, supported by bluesman Jimmy Witherspoon, Waits was making his debut at the Roxy on Sunset when a car smashed into a telephone pole outside, causing a blackout on the entire block of Sunset Boulevard. Just at that moment the lovestruck Japanese girl appeared. As the Strip became the scene of a candle-lit block party, a mumbling Waits tried to explain that she’d misunderstood what he’d said in Japan.

Some of Waits’ female admirers were more persistent, not to mention more alarming. One girl who’d escaped from an institution in Illinois hitchhiked all the way to LA to meet him. Dressed head to toe in black, she would sit on the porch of the bungalow and await his early-hours return. Rebuffed, she took to calling him in hotel rooms, announcing that she was going to kill him before putting the phone down. Though Waits accepted this was the price he had to pay not only for living in a motel but for being famous for living in a motel, he was understandably jittery after the experience. The pimps next door didn’t help matters either; nor did the “maniac, misfit unemployed actor” who lived on the other side and once broke into Waits’ bungalow to be discovered, high as a kite, playing his piano at three in the morning, by a spooked Chuck E. Weiss.

Among other fellow guests at the Tropicana were members of certain punk and rockabilly bands. “The Dead Boys were living there,” Weiss recalled. “Levi and the Rockats were living there. Pretty soon Blondie would stay there. I’m sure this was because of Tom. As soon as he moved in, the place started to get an international reputation.” Though he dug local band the Zeros, admiring “these nutty Mexican kids with their pointy shoes,” Waits felt ambivalent about punk. Caught in a no-man’s-land somewhere between Fleetwood Mac and the Sex Pistols, he apparently had no home at either extreme. On the one hand, punk gave the middle finger to much of the music he loved, whether that was Johnny Mercer or Randy Newman; on the other it represented a breath of fresh air he welcomed with open arms.

“It may be revolting to a lot of people, but at least it’s an alternative to the garbage that’s been around for ten years,” he declared. “I’ve had it up to here with Crosby Steals the Cash. I’d rather listen to some young kid in a leather jacket singing ‘I want to eat out my mother’ than to hear some of these insipid guys with their cowboy boots and embroidered shirts doing ‘Six Days On the Road.’”

“When people like Crosby were bad-rapping Devo and treating punk rockers like vermin, Waits wasn’t,” says Harvey Kubernik, who saw the emerging punk scene in local clubs like Brendan Mullen’s Masque. “Why? Because he might have been at Duke’s sitting next to Joey Ramone.” Ironically, Waits adopted the same position on punk as Neil Young, who in his 1974 song “Revolution Blues” had declared war on the smugness of his peers and might well have shared Waits’ characterization of Crosby and co. as “the assholes who live in Resting On My Laurels Canyon.”

More to Waits’ taste than the Sex Pistols—or LA bands like the Germs and the Weirdos—were the New York group Mink de Ville, whose musical and sartorial inclinations (streetcorner R&B roots, pointed shoes) roughly paralleled his own. “I was on the Bowery in New York and stood out in front of CBGB’s one night,” he said. “There were all these cats in small lapels and pointed shoes smoking Pall Malls and bullshitting with the winos. It was good.”

For now, Waits stuck to his own musical vision as he worked on songs for his fifth Asylum album. As he’d done a year earlier, he set up a series of pre-production meetings with Bones Howe. Having spent much of his down time on tour watching forgotten masterpieces of Hollywood film noir on TV, he told Bones he wanted to go one step further than Small Change and create musical settings that were quasi-cinematic. “I once asked Waits what touring was like,” Harvey Kubernik says. “He said, ‘Man, you’re gonna watch a lotta late-night movies.’ We would talk about Dan Duryea and Lee Marvin. A lot of black-and-white films in motel rooms.” According to Chip White, Waits knew the script of Billy Wilder’s Double Indemnity by heart: “The whole band knew it. One of us would take Fred MacMurray’s character and another would take Barbara Stanwyck’s. It was like learning the lines to a song.”

As Waits outlined his vision for the album, Bones Howe had an idea. Arranger Bob Alcivar had written vocal charts and rhythm tracks for him—notably on such Fifth Dimension hits as “Stoned Soul Picnic”—before graduating to full orchestral charts. “Bones was looking for somebody who could do orchestra and function with Tom,” Alcivar says in his home in the Valley suburb of Northridge. “I don’t know if I was a likely candidate for that job and I don’t know if Tom thought so, but Bones arranged a meeting with Tom and he seemed to like what I was saying.”

Bob Alcivar, Los Angeles, March 2007. (Art Sperl)

Like Howe, Alcivar was a fairly straight character. For Waits, the clincher was an item on Bob’s career résumé: he had once worked with Lord Buckley. “Tom was just floored and started asked me questions. Eventually he just said, ‘Well, if you knew him, we can work together.’” Waits was keen for Alcivar to score “Potter’s Field,” a long and dense spoken-word piece inspired by Sam Fuller’s 1953 film Pickup on South Street. On first exposure to the Waits larynx, Alcivar went into mild shock. “But then because of the songs and the material it became beautiful to me,” he says. “I immediately liked him and admired him. He was a very intelligent guy and he knew much more about jazz musicians and history than I did.”

Preparing for the album that became Foreign Affairs, Waits often visited Alcivar in North Hollywood. “We’d sit around the piano and play songs,” Alcivar recalls. “He wanted to know how to score and he said, ‘Maybe you can teach me.’ He wrote some beautiful ballads and they were very conducive to strings, so it was a joy to orchestrate a lot of those songs. He said the trouble with most strings was they made everyone sound like Perry Como.”

The sessions for Foreign Affairs—Waits’ working titles for the album included Stolen Cars and Ten Dollars—began at Filmways/Heider Recording (as it was now known) on 26 July and were fraught with indecision and revision. The first day produced versions of “Potter’s Field” and “Burma Shave” that Waits rejected. Versions of “Barber Shop” and “Foreign Affair” recorded the following day were also junked when he later revisited them. The first recording to stick was “Muriel,” recorded on 28 July, the same day Waits cut a discarded version of the “Jack and Neal”/“California, Here I Come” medley.

An acceptable version of “Barber Shop” was delivered on 1 August. The following day Waits recorded “A Sight for Sore Eyes,” which had originally been recorded for Small Change, and successfully revisited “Jack and Neal”/“California, Here I Come.” (He also cut the unused “Playin’ Hooky” and “Saving All My Love for You.”) “I Never Talk to Strangers” was recorded once on 8 August and then again on the 12th. “Cinny’s Waltz” and a reworked “Foreign Affair” were done on the 11th, and a re-orchestrated “Potter’s Field” on the 12th. “Burma Shave” was more of a struggle, recorded on 15 August and then again the following day, with Jack Sheldon’s trumpet cadenza from the 15th tacked on to the end. (Another Foreign Affairs outtake, “Tie Undone,” was subsequently re-recorded during the Heartattack and Vine sessions as “Mr. Henry.” A beautifully woozy ballad about a hungover, henpecked alcoholic, it was the only previously unreleased track on Waits’ 1981 compilation Bounced Checks.)

The rhythm section for Foreign Affairs once again comprised Jim Hughart and Shelly Manne, with Edgar Lustgarten serving as orchestra manager. West Coast jazz veteran Sheldon played trumpet, while the tenor solos this time came courtesy of the wiry, silver-haired Frank Vicari—“my right-hand man,” as Waits dubbed him despite his continuing heroin use. “Frank was a bad junkie,” says Hughart. “He’d get so out of it he’d defy the laws of gravity. At one session he was either unconscious or had left the room, and I said to Shelly, ‘This guy’s about to flame out.’ He quoted that I don’t know how many times.” Counters Chip White, “Frank was a pro—he kept his shit to himself. Him and Tom never had a problem.”

Waits found the recording process no easier to bear, describing it as “excruciating, like going to the dentist.” The orchestral sessions alone sent him spiralling into self-doubt. “They were done over two nights because the first night didn’t really work out the way Tom wanted it,” Bones Howe remembers. “Bob took it back and worked on the score for ‘Potter’s Field,’ and he made it tighter and made it better.” But that wasn’t all. Overnight, without telling Howe or Alcivar, Waits rewrote the song. “He changed a lot of lyrics, and I didn’t know about it,” Alcivar says. “It threw everything off a few frames here and there—things weren’t hitting right.” Concerned, Alcivar asked Waits if he was still happy with the orchestration. “He said, ‘I don’t care, it’s perfect the way it is.’ Really, again, it was Waits’ feeling of being a little off the wall, not quite being absolutely on the money. I was too exact and mathematical, and it wasn’t the way to think with him.”

“Potter’s Field” turned out to be the album’s centrepiece. Opening with a scene-setting orchestral intro that tipped a hat at Waits’ love of Gershwin and was dominated by Gene Cipriano’s blithe clarinet, the near-nine-minute track led the listener into a sinister film-noir world that used the Big Apple—from the Bronx to St. Mark’s Place—as its menacing monochrome backdrop. Waits was Nickels, the blind stool-pigeon narrator offering cryptic clues to the whereabouts of the pickpocket Nightsticks. As he spun a web of rhymes from the tongue of his treacherous informer, the track’s eerie mood was gradually built by horns, vibes, eerie strings, even tubular bells. In Runyonesque slang Nickels described how Nightsticks came by his half-million-dollar haul before locating him in Potter’s Field, the cemetery where unidentified corpses were buried. (“If I was to be buried in Potter’s Field,” Thelma Ritter had protested in Pickup on South Street, “it’d just about kill me.”) So pleased was Waits with “Potter’s Field” that he gave Alcivar a co-credit for the track.

Equally cinematic was the instrumental overture that opened Foreign Affairs. Anticipating the music Waits and Alcivar created for One from the Heart, “Cinny’s Waltz”—a nod to his kid sister— was pure Hollywood soundtrack, dreamy strings floating over pining piano chords before the belated entrance of Jack Sheldon’s gorgeously warm trumpet. Waits stayed in One from the Heart mode for “Muriel,” one of his loveliest late-night/blue-note melodies and a song inspired by Edie Adams, beautiful wife of comedian Ernie Kovacs and a 1960s model for Muriel Cigars. Alcivar sat out this track, which consisted simply of Waits’ piano, Hughart’s beautifully economical bass, and the wistful tenor of Frank Vicari in the wings, sighing of better times.

“I Never Talk to Strangers” was born one night when Bones and his wife Melodie took Waits and Bette Midler to dinner at the venerable Hollywood Boulevard restaurant Musso and Frank’s. “Tom had been dating Bette,” Howe remembers. “It kind of was off and on for years and years. At dinner he said he wanted to do a version of ‘Baby, It’s Cold Outside’ with her.” Howe thought the Ray Charles/Betty Carter classic too obvious a choice. “I said it would be great but it would stick out like a sore thumb. I said, ‘What you need to do is go home and write a duet for you and Bette.’ So he wrote ‘Strangers,’ which is so much more fun.”

Bones was right. As if taking “I Hope that I Don’t Fall in Love with You” a stage further, Waits set up a time-honoured chat-up scenario in a bar as he regaled Midler with what she waved away as his “sad repartee.” Inevitably these veterans of heartbreak overcame their cynicism as they got to the first base of flirtation. “Bette was in the middle of making Broken Blossom” Howe recalls. “But she came to the studio and we put two mics at the piano and she went out and sat next to Tom on the piano bench and we probably did six takes before we got it.”

The song was slightly below Midler’s range, forcing her to sing more conversationally. “When you write for a duet,” says Bob Alcivar, “you’ve got to kind of psych out the two singers and decide what the key’s going to be. In this case it was Tom’s key, so Bette had to kind of fake it and go up and down and change the registers.” Vocal-jazz connoisseurs would surely have something to say about Midler as canary, but her turn here as a kind of white Betty Carter worked because of its imperfection. “She drove me crazy for three months,” says Howe. “She kept saying, ‘I was sharp on that note, I was flat on that one.’ I said, ‘It doesn’t get any better than that, it could be a stage performance.’”

On the semi-rapped “Jack and Neal,” Waits paid belated homage to his literary mainman and the crazed, chaotic buddy who’d served as his muse. In the song, Cassady bragged of screwing a redheaded nurse as he motored through Nebraska; Kerouac nodded off in the back seat and dreamed of Charlie Parker; the nurse stuck her “fat ass” out the window and mooned the traffic; and Waits slipped into Al Jolson’s “California, Here I Come” as the track neared its end. Musically a throwaway, “Jack and Neal” perfectly replicated the loose flow of Kerouac’s prose. Asked if the myth of Jack the beatific holy man hadn’t been punctured of late—notably in a biography by Ann Charters—Waits was honest in his assessment. “I actually would prefer to see the other side,” he said. “He wasn’t a hero who could do no wrong. He saw a lot, got around. He wasn’t nearly as mad and impetuous as Neal Cassady.”

It’s interesting to consider here how the Kerouac-Cassady dynamic was paralleled by the friendship between Waits and Chuck E. Weiss. For Waits, Weiss embodied the same recklessness Cassady did for Kerouac. “[He] had become … the great Idiot of us all,” Kerouac wrote in Visions of Cody, his almost homoerotic paean to Cassady,“[…] entirely irresponsible to the point of wild example and purgation for us to learn and not to have to go through.” While Weiss and Cassady harboured aspirations to being artists themselves, really they functioned as Ids to the Egos of the men who observed them and had the discipline to make art of their observations. For Waits to note that Kerouac wasn’t “nearly as mad and impetuous” as the damaged Cassady may have been an interesting admission of his own relative cautiousness.

“A Sight for Sore Eyes,” opening with a snatch of “Auld Lang Syne,” was the archetypal Waits lullaby and a kind of benign reworking of “Tom Traubert’s Blues.” Sung in a gargled alcoholic voice, the song consisted of little more than two drunks sitting round in a bar and reminiscing about old friends and baseball players. Francis Thumm got a namecheck, but “Nash” was killed in a crash and “Sid” was in the slammer for armed robbery. “Tom would often greet you by saying, ‘You’re a sight for sore eyes!’” remembers Michael C Ford. “A lot of what he said came out of what I call the folk graveyard. He said to me once, ‘You ever heard the expression “walking Spanish”?’ He latched on to those things and used them.”

Foreign Affairs’ finest track followed “Potter’s Field” on the second side of the vinyl album. Six and a half minutes long, “Burma Shave” remains one of Waits’ great accounts of flight and escape. Inspired by Nick Ray’s doomed-romance classic They Live by Night, the lyric tapped into the great American dream of a Better Place lying over the horizon. On the heels of “Potter’s Field” it was another dose of film noir, but this time we were in the back of beyond, fleeing the “wide spot in the road” that was Marysville. Recalling his cousin Corinne and her longing to get out of the California town of that name, Waits imagined a girl thumbing a ride from a delinquent Farley Granger lookalike in a cowboy hat and heading for Burma Shave. Waits’ imaginary town—the first of several such destinations in his work—was actually named after a 1950s shaving cream whose billboards he recalled from his childhood. The song took the form of dialogue between this wannabe Bonnie and Clyde doomed to die when the boy’s car crashes. He’s only stopping to buy gas; she’s jumping her parole. He asks her to change the station; she dares him to overtake a car. “I used Burma Shave as a dream, a mythical community, a place two people are trying to get to,” Waits said. “They don’t make it.”

One of the striking things about “Burma Shave” was Waits’ voice, which dropped the Traubert growl in favour of something airier and breathier. “I was trying to sing instead of just growling and grunting, which by the time I get off the road is all I can muster up,” he said. With minimal instrumentation—the mini-epic featured nothing except Waits, his piano, and a short trumpet solo—“Burma Shave” remains one of Waits’ most haunting performances, a song of timeless suspense and dread.

Out of its violent ending came the light relief of “Barber Shop,” a minor slice of bop banter and a showcase for Jim Hughart and Shelly Manne. A wiseass kid wanders into a barbershop and semi-taunts the two old gents who cut hair there. The kid says he can get his hair cut cheaper in Mexico; they tell him to put out his cigarette. He says he has tickets for the circus; they remind him that he owes for his previous haircut. Imagine the missing link between “Diamonds on My Windshield” and “Step Right Up” and you’re not far off. Imagine Waits as a cocky juvenile in Chula Vista and you’re closer still.

The last track was the album’s title song: Tom in expansive Satchmode, pastiching Cole Porter sophistication to wordily comic effect as though Tom Traubert had suddenly been transported into a city where nothing was broken after all. It was also a dissertation on touring and related issues of separation and infidelity.

For the album cover Waits wanted to convey the film-noir mood that coloured so many of the songs. Veteran Hollywood portraitist George Hurrell was hired to shoot Waits, both alone and in a clutch with a shadowy female whose ring-encrusted right hand clamped a passport to his chest. The back-cover shot of Tom was particularly good, casting him as a slicked-back hoodlum—half matinee idol, half hair-trigger psychopath. The inner sleeve depicted the soused singer clawing at the keys of his Tropicana upright.

Foreign Affairs is a grievously underrated album that suffers primarily from the reputation of its predecessor. I’ll stick my neck out further still: it actually has more great Waits music on it (“Muriel,” “I Never Talk to Strangers,” “A Sight for Sore Eyes,” “Potter’s Field,” “Burma Shave”) than Small Change. Unfortunately too few critics were convinced, perceiving Waits as stuck in a boho-Beat rut. Even Fred Schruers in an otherwise positive Rolling Stone review wrote that the “chief sin [Waits] can’t shake is an overabundance of the facile, researched-and-rehearsed jive talk that is meant to dazzle but in fact fatigues the listener.”

Unlike Small Change, Foreign Affairs failed to dent the Top 100 albums chart and left a dismayed Waits wondering if he wasn’t now a spent force. Nor was there much support at Elektra-Asylum. “When Tom came out with a record, nobody at the label had been part of the process of making it,” says Joe Smith. “He just delivered a tape. I’d listen to his records and think, ‘Jeez, this guy does clever stuff but how do we market him?’ No disc jockeys wanted to play his records.”

As he geared up to promote the record with yet another debilitating tour, Waits spent the remainder of the summer sequestered at the Tropicana or hanging with Chuck E. Weiss and the Troubadour crew. Often joining them was Art Fein (aka “Fein Art”), who was doing his best to push Waits in his day job in Elektra-Asylum’s press department. “Me and Weiss and Waits used to hang around in front of the Troub every Monday night in 1977,” Fein told me. He said the “gang” consisted of Weiss, Waits, Paul Body, Rick Dubov, and himself—two Troub employees and two hangers-on. “Tom was really funnier casually, just hanging out,” says Dubov, who took tickets at the door. “It was like having a standup comedian on call. I was having a drink with him one night and we saw some Beverly Hills girl with this rich guy. Tom lent over to me and said what he imagined the girl was saying to the guy: ‘Put your stiff throbbing C-note into my juicy bank account.’ Chuckie was the same: he hit on this chick and when she asked him what music he listened to, he said, ‘Oh, mostly I just listen to old nigger music.’”

Neither Waits nor Weiss could abide spoiled LA brats. Asked by Flo and Eddie to define a typical Hollywood princess, Waits said, “Oh you know, they cross their sevens and say ‘Ciao’… they drive Porsches with tennis rackets in the backseat, you know?” Upper-middle-class American teenagers in general appalled him. “I’d rather play a club with vomit all around me,” he told Time, “than a clean little college with sassy little girls and guys with razor-cut hair and coke spoons around their necks.”

The streetcorner posse mostly stood around talking about roots music. Paul Body recalls Art Fein pulling up outside the club in a car even more beat-up than Waits’ and regaling everyone with the latest obscure rockabilly classics he’d acquired. After the Troub hoot was over, says Body, the gang would adjourn to Canter’s, the twenty-four-hour Jewish deli on Fairfax Avenue that for years had welcomed music scenesters in the small hours. “People would come up and talk to Tom there,” Body says. “He’d say, ‘Aw man, I don’t like this.’ Somebody said to him once, ‘What about when they don’t do it?’”

Waits’ love life was somewhat fitful in this period. While his relationship with Bette Midler was never an entirely serious affair, he continued to see her during the summer. “My idea of a good time in LA is to go to the Fatburger with Tom Waits,” she announced in one interview. Waits in turn described her as “the only girl I know who’ll come over and sit in my kitchen and not make fun of me.” When he played a benefit for the Troubadour in mid-September, he asked Midler to join him on stage to sing a duet. “It was one of the greatest shows I’ve ever seen,” says Michael Hacker. “Bette came out and they did ‘Never Talk to Strangers.’ The place was packed. People were shoulder to shoulder.”

The following night, to return the favour, Midler persuaded Waits to perform at a gay rights show at the Hollywood Bowl. It turned out to be an event neither would forget. After a wired Richard Pryor lurched on to the stage and let loose a stream of homophobic expletives, Waits was left holding the baby. “After ten minutes, someone gave [Tom] the signal to get on with it,” remembered Art Fein, who’d witnessed Pryor’s outburst. “With people shouting ‘Kill him!’ and ‘Fuck Richard Pryor!’ the spotlight hit Tom Waits sitting on top of the wall. He was virtually unknown to this crowd and decided it wasn’t time to get acquainted. He just sat there smoking a cigarette for five long minutes.”

When Waits wasn’t seeing Midler, he spent time with another Troubadour employee—in Louie Lista’s words, “a pretty girl with dark brown hair and a funny sense of humor” who worked in the club’s box office. Marchiela, the girl featured on the cover of Foreign Affairs, was by all accounts keen on Waits. “She was a girl who was … not a girlfriend but she thought she was a girlfriend,” says Paul Body. “And there were other girls that were hitting on Tom. There was a girl working in the Troubadour bar who had a crush on him. But I didn’t know any of his girlfriends because he kept that all separate. That was like a separate thing. Chuckie was always the one who had the girls.” Recalls Chip White, “He had a girlfriend in Philadelphia, a nice-looking Italian lady with dark hair. Every time we got to Philly he had to straighten up.”

It was Chuck E. Weiss who first alerted Waits to a young singer who’d begun showing up at the Troubadour hoot nights. Rickie Lee Jones was a wild child of twenty-three, a free spirit with her own boho baggage and a way with language that made people think of, well, Tom Waits. “I remember Louie Lista telling me, ‘Man, you oughta see the scene this broad is staging on Santa Monica Boulevard to try and get a label deal,’” says Harvey Kubernik. “‘This chick is doing a whole canary scene down there. I don’t know if she has any talent but she knows how to make a scene.’”

Jones’ back-story would have made her hot poop in the age of Amy Winehouse; the name alone smacked of trailer-trash romance. Born in 1954 in Chicago, Rickie Lee was a renegade from a rootless vaudeville family that moved round the country as employment opportunities dictated. “Maybe my family were outlaws to an extent,” she reflected. “The atmosphere at home was not one of Father Knows Best, which is how I saw the rest of the world. My parents were pretty wild—they passed the misfit thing on to us.”

The second of four kids born to Richard and Bettye Jones, Rickie Lee classified her folks as “lower-middle-class-hillbilly-hipster.” Her hobo dad supplemented his income from performing with work as a waiter, gardener, and furniture removals man; Bettye was a waitress who sometimes moonlighted as a nurse. Though close to older brother Danny, the only boy out of the four siblings, Rickie Lee was an essentially solitary child, living in a world of make-believe friends.

Settling for a period in Phoenix, Arizona, the family was devastated when sixteen-year-old Danny lost a leg in a motorcycle accident. When Richard and Bettye split up, little Rickie Lee began acting out, running away from home as she went in search of hippie kicks. Mom sent her to live with Dad, who tried without success to tame the girl. “I never knew when I was going to leave,” Jones recalled of her teenage truancies. “I might be walking over to a kid’s house, then all of a sudden I would just stick out my thumb and hitchhike across three states.” At fourteen Jones ran off to a rock festival in California, freaking out on acid as she beheld the satanic apparition that was Jethro Tull’s flute-toting frontman Ian Anderson. She learned to play songs on an acoustic guitar. The first was Jefferson Airplane’s “Comin’ Back to Me,” later recorded on her album Pop Pop. At sixteen she was expelled from Timberline High in the logging town of Olympia, Washington, where Bettye now lived. Two years later, she packed up her life in an orange Vega and followed a boyfriend down to southern California. “I knew this was where I wanted to be,” she said of southern California. “It just didn’t seem like anywhere else was real life.”

By 1975 she was living on Westminster Avenue in the old beatnik neighbourhood of Venice, waitressing and writing and playing the local coffeehouse, Suzanne’s, when she could swing a gig. The area had become as rundown as Mission Beach in San Diego, but the “bikers, degenerates, drunken men, and toothless women” offered ample material for early songs whose themes weren’t a million miles from Waits.’ “I never did hang out, I just wrote about it,” she later admitted. “I’ve always been a very private person. When I was twenty-one and very lonely, I hung out in bars for about a year.”

Appearances at the Comeback Inn—and at the A La Carte and Ivar Theater in Hollywood—bolstered Jones’ modest reputation. Rumours spread that she was so broke she sometimes slept under the Hollywood sign. Songs she’d written or co-written made people’s ears prick up. But it was the Troubadour hoot that really got her noticed. One night in the summer of 1977, Chuck E. Weiss was washing dishes in the club’s kitchen when through the doors he heard the sound of a girl singer. Weiss watched Jones sing two numbers, her own “Easy Money” and fellow aspirant Ivan Ulz’s “You Almost Look Chinese,” and was knocked out. Ulz introduced them after she’d performed.

“She didn’t appear to be driven at all,” Weiss remembered. “She appeared to be a real freeform spirit that wasn’t interested in any of the hoopla that went around in Hollywood.” But he added that he’d later stumbled on a diary that made clear how ambitious Jones actually was. “I found out a lot of the things she did were very planned and contrived,” he said. “It was quite surprising. It was planned as to who she would want to meet to get along. As soon as she got some recognition, she knew exactly what to do—what lawyer to approach, what manager to approach. She had it all worked out.” Paul Body recalls how Jones would sit outside the Troubadour and busk on the street: “There’s nothing guys who are musicians like more than a girl who can play. That just drives us nuts.”

Waits first spoke to Jones outside the club on a late summer evening. The circumstances of their meeting were pure Rickie Lee. “It was warm and everyone was sitting out front on the street,” Louie Lista remembers. “I had a fondness for her from the start, because I’d always liked women who added a theatrical touch to the usual war-of-the-sexes stuff. She had a young lady with her, and there was nothing real overt about it, but they were doing a little performance to make it look as though they were a romantic couple. But it was very tastefully handled. And this was driving Tom nuts. Chuckie said, ‘We’ve been waiting years for something like this!’” When Waits said he wanted to buy Jones a drink, Lista reminded him he couldn’t take alcohol out on the street. Instead Tom brought out a cup of coffee and handed it to her on the kerb. “That I recall as his first overture to her,” Lista says. “I have no idea how it went down.”

“The first time I saw Rickie Lee she reminded me of Jayne Mansfield,” Waits said in 1979. “I thought she was extremely attractive, which is to say that my first reactions were rather primitive—primeval even.” When he finally saw her perform, he was even more turned on. “Her style on stage was appealing and arousing,” he said. “Sorta like that of a sexy white spade.” The coffee seems to have done the trick: by the end of the year, Waits and Jones were an item. Lubricated by booze and a shared love of jazz, the Beats, and West Side Story, the relationship quickly became passionate. “She was drinking a lot then and I was too, so we drank together,” Waits said, à la Bukowski. “You can learn a lot about a woman by getting smashed with her.” Waits and Jones not only drank together, they drank (and drugged) with Chuck E. Weiss. As though re-enacting the fabled ménage à trois between Jack Kerouac and Neal and Carolyn Cassady, the three friends ran amok in West Hollywood, gatecrashing parties and stumbling along the street with their arms interlocked. “I remember her getting her first pair of high heels … and coming by one night to holler in my window to take her out celebrating,” Waits said. “There she was, walking down Santa Monica Boulevard, drunk and falling off her shoes.”

“She’s all woman and seems tough … but she’s also real soft and playful,” Weiss remarked in 1979 as he reminisced about the high jinks and antics the trio got up to. For Jones, Weiss and Waits provided a surrogate family, a gang of three united against both the straight world and the phoney world of 1970s LA. “All the people come out at night,” Jones reflected years later. “It’s a world that isn’t available during the day. To be a part of other people’s lives, you have to go to where they are at night. Those people weren’t the types to be at Denny’s at ten in the morning.”

All for one and one for all: Waits, Chuck E. Weiss, and Rickie Lee Jones at Shangri-La, Zuma Beach, June 1979. (Jenny Lens)

Cocooned in their own bubble of hipster (be)attitude, the trio ignored their peers and dropped out of the Hollywood rock scene in order to create a parallel world that was equal parts Bukowski and Lord Buckley. “It seems sometimes like we’re real romantic dreamers who got stuck in the wrong time zone,” Jones told Rolling Stone. “So we cling, we love each other very much.”

If there was any concession to the present, it lay in a partiality to artists such as Elvis Costello, whose “Mystery Dance” was ever-present on Jones’ turntable. Her own songs seemed to combine the influences of Laura Nyro and Van Morrison with that of Waits himself. When he heard her “Easy Money,” Waits must have known it was part-mimicry of his own street portraiture. “I always tend to become whomever I am involved with,” Jones admitted in 2004, “and so I think I took on his swaggering masculinity. It was a good coat to wear, a good thing to hide behind: myself being so very vulnerable, that big persona seemed safe.”

“Rickie Lee arguably cadged her entire characterization from Waits whole,” reflects Mike Melvoin. “I wondered later about how he would allow himself to get involved with her after she had lifted her very existence from him.” Would Jones have made it without the Waits connection? Would she even have assembled her boho look, with the trademark beret, without his influence? Well, so what if she did. Rock and roll wouldn’t exist without such borrowings. Rickie Lee was living out a sexy fantasy of walking on LA’s wild side with a man she hugely admired and— as it turned out—deeply loved. “We walk around the same streets and I guess it’s primarily a jazz-motivated situation for both of us,” she said. “We’re living on the jazz side of life.”

By early 1978, it was clear that Jones was a genuine talent—a writer arguably as good as Waits, boasting a voice combining funky eroticism with childlike vulnerability. “What’s amazing … is that Rickie could make people cry quicker than Laura Nyro could,” Chuck E. Weiss recalled. “At her shows I used to watch people in the audience just crying their eyes out when she sang.” In March 1978, when she showcased at the Troubadour, Jones sensed she was on the cusp of success. For half an hour afterwards everybody in the club wanted to shake her hand. The record companies perked up and came sniffing round; A&M bankrolled demos. One night, Little Feat’s Lowell George heard Jones sing in Topanga, flipped over “Easy Money” and said he wanted to cut the song on his solo album Thanks, I’ll Eat It Here.

At night Jones would swim in the Tropicana pool. “I’d […] look up at the moon and imagine, ‘So this is what it’s like to be a movie star, to own the moon and the palms and the night air, to be beautiful and have the whole history of your life still approaching,’” she recalled. She said she preferred night to day in LA because the city was “very quiet and empty at night,” making it easier to “fill in the darkness” with her imagination.

Jones had time to herself when, early in October 1977, Waits headed back out on the road. The Nocturnal Emissions were again along for the ride, though after a row in Hartford, Connecticut, on the fourth, Fitz Jenkins was given his marching orders. “Something happened that was weird,” Chip White recalls of the firing. “I think Tom had promised Fitz he could do some recording and then it didn’t happen. I wasn’t on the inside of it, but I was sorry it happened.” Jenkins’ replacement was sometime Blood, Sweat and Tears bassist Danny Trifan, an old jazz comrade of Frank Vicari’s.

Keen to inject something new into his act, Waits for the first time employed onstage props to enhance the theatricality of his performances. Foremost among them was a street lamp that he alternately clung to and crooned under. Audiences and critics alike responded well to Waits taking his act beyond the tried and tested drunk-at-the-piano ritual.

Though reserved on first acquaintance, Waits slowly opened up to Danny Trifan as the tour wore on. “You always got the feeling there was much more to him than he let you see,” Trifan says. “He once came into the dressing room, folded himself into a chair, and sat there rocking with his eyes closed. We all kept talking and a few minutes later he opened his eyes, made a brief comment that clearly indicated he’d heard every word, and left.”

Waits and street lamp, Theatre del Mar, Santa Cruz, December 1977. (Greg Arrufat)

The road proved as taxing as ever, and Waits was now missing Ms. Jones into the bargain. “Tom may be a bit … cranky,” John Forscha warned interviewer Bart Bull before an encounter in Scottsdale, Arizona. “I’m not a lush,” Waits snapped, bristling at one of Bull’s questions. “I work real hard all year. If I was a drunk I don’t think I’d have five albums out. I don’t think I’d be able to stay on the road eight months out of the year.” When Forscha attempted to lighten the mood, Waits resumed his aggressive tack. “I don’t know what you want from me,” he griped. “I’m not a geek, I’m not a drunk, I’m a regular guy … I take shits, I’ve got a girlfriend, I live in a hotel …” With Bull on the point of walking out, Waits attempted contrition by way of explaining his crankiness. “You know, I’m tired,” he said. “I’ve been on the bus. I don’t sleep. I haven’t had a night off in three weeks. I’ve been entertaining and talking to journalists and getting my picture taken and playing in nightclubs and it gets to be a little too much.”

For all the aggravations of touring, Waits held fast to the belief that his music was important. “There’s something about what I’m doing,” he told Circus magazine. “I’m kind of obsessed … not in the sense [of being] psychotic, it’s just I’ve got a lot of miles under my belt [and] … I can’t go back … it’s very difficult for me to go home.” It was as if Waits felt he had started something he had to finish—that on this particular creative journey there was no turning back.

Reunited with Rickie Lee, Chuck E. Weiss, and the Tropicana-Troubadour troupe, Waits spent a suitably crazed Christmas in California. A new song he was working on, “Red Shoes by the Drugstore,” hinted at their Yuletide capers. Jones was surely the “little bluejay/in a red dress” wearing the shoes Waits was so taken with. The “ski room” that Santa Claus is drunk in was a bar at 5851 Sunset—a stone’s throw from Herb Cohen’s office—that Waits, Weiss, and Jones regularly frequented.

Among the trio’s favourite pastimes was cruising Beverly Hills or Bel Air in search of lawn jockeys whose faces had been painted white by guilt-ridden millionaires and movie stars. “Once upon a time they’d been black,” Weiss recalled. “But instead of taking them down they’d painted them white. So Rickie and Tom and I would go around painting them black again.” From there they progressed to actually stealing the jockeys. “I still have a couple in my back yard,” Weiss admitted almost thirty years later.1*

It was in a similarly plush neighbourhood that Weiss, Waits, and Jones once turned up to attend a party thrown by Herb Cohen’s brother Mutt. Making a beeline for the refreshments, Jones grabbed an avocado pear, sat down in a chair, and inserted it between her legs. Cohen’s industry friends were appalled. “Tom was embarrassed but got a great kick out of it,” Weiss claimed. “Nobody would talk to us after that, so we spent the evening going up to people with cocktail dip hidden in our palms and shaking hands with them.” To Weiss, “as absurd as it may sound,” the trio’s mindset was “kind of like us against the suits,” a refusal to play the entertainment game. “Tom absolutely despised phonies,” Danny Trifan remembers. “I remember one time a record company official came into the dressing room and greeted him with a loud ‘Hey, babe!’ Waits just turned on his heel and left, leaving the guy standing there asking me, ‘What I do?’ I told him he had to be real with Waits and never call him ‘babe’ again.”

It was ironic that the film industry, which had an even higher quota of phonies, now came knocking at Waits’ door. Nobody seems quite sure how Sylvester Stallone, star of Rocky, befriended Tom Waits. “Maybe Sly saw him at the Troubadour or met him through somebody,” Bones Howe told Jay S. Jacobs. “He was suddenly there. But it wasn’t unusual, because Tom had a way of accumulating people.” Stallone was in pre-production for his period piece Paradise Alley and decided Waits was ideal for a cameo role as—what else?—a down-at-heel saloon pianist named Mumbles. “Stallone said, ‘Be a drunk piano player in an Irish bar … that should be easy,’” Waits told Playgirl. “I’d like to have played an axe-murderer but this is a start.”

Stallone also asked Waits and Howe to provide songs for the movie’s soundtrack. “(Meet Me in) Paradise Alley” was a typically pretty ballad, while the wistful “Annie’s Back in Town” could have come straight from the Broadway songbooks of Cole Porter and Irving Berlin. None of the remaining tracks—a version of Small Change’s “Bad Liver and a Broken Heart” and two very different versions of “With a Suitcase”—made the cut, though a “street band” version of the latter was a sign of things to come, with Howe and others dragooned into banging on a selection of drums and other percussive instruments. Paradise Alley gave Waits a first taste of life in front of a movie camera. He summarized the experience tersely—“I went and sat in front of a piano for three weeks and then I went home”—but was fascinated by watching Stallone at work in his dual roles as director and star. He confessed he was “real timid” about acting, claiming he was “walking on eggshells” in his scenes, most of which were cut anyway. Years later, when he finally got to see the critically mauled Paradise Alley on television, he blinked and all but missed himself.

A string of West Coast dates kept Waits busy through February 1978. Street life, in and around the Tropicana, continued in its haphazard way. “We want to say hello to you all from the Tropicana Hotel, some would say one of the sleaziest places in Hollywood,” blared Flo and Eddie when they came to interview Waits in April. “It’s twelve dollars a night, the pool has little things swimming in it … [we] can smell the onions at Duke’s cafe next door.” With punk rock and new wave increasingly taking hold of the LA scene, Waits often found himself at Duke’s sitting next to bands from New York and London. Even Doug Weston took a punt on punk, booking young bands at the Troubadour. When local band the Bags played the club one Sunday night in February, Waits and Chuck E. Weiss showed up to witness the changing of the guard in a club formerly reserved for mellow singer-songwriters and country rockers out of Laurel Canyon. However, as if to illustrate that some gulfs aren’t bridged that easily, Waits and Weiss got into a fracas with the band after hitting on their female singer Alice Bag.

“Nicky Beat [Bags’ drummer] gets up on stage and says, ‘There’s a famous asshole in the audience tonight—Tom Waits,’” recalls Paul Body. “Then he jumps out into the audience and it’s on, in the middle of everybody! Everybody has a different take on it, it’s like Rashomon. Alice has her take on it, Chuckie has his take on it, and Brendan Mullen has his.” Mullen, a pioneer punk impresario in Hollywood, saw the Waits/Weiss flirtation with punk as calculated opportunism. “Waits wanted that open-minded punk/new wave audience badly,” he says cynically. “He had none of his own yet beyond the Troubadour. The Night-hawks faux-jazzbo schtick had run its course, and now punk was ablaze, something he didn’t get. Or couldn’t get, since it unseated the rock status quo he’d beat his brains out trying to get in with.”

“The Trashing of the Troub,” as Mullen terms it, was a significant moment in the trajectory of Waits’ reinvention. As much as he may have welcomed its snotty iconoclasm, he couldn’t help regarding punk as a kind of barbarism, with little or no redeeming musical merit. In his cups he often dismissed the music as “a buncha shit.” Yet increasingly he knew something had to change in the way his music was formulated.

A turning point may have been a second tour of Japan in March. While on the one hand it gave Waits the chance to experiment further with what he saw as the more “pantomime” aspects of his stage act, on the other he felt more boxed in than ever by the “faux-jazzbo schtick” and wanted to find a way out of it. Visiting Louie Lista on his return from the tour, Waits voiced his frustration. “Tom said to me, ‘In Japan I thought, “This is really great and it could get a lot better,”’” Lista remembers. “‘But I kind of feel like an old prizefighter who’s just going through the motions. I keep doing this character—the down-and-out but amusing and interesting Bowery character. And it’s the same routine that I’ve been going through for so long as a live performer.’”

With punk scenester Trixie at the Tropicana, summer 1979. (Jenny Lens)

Struck by Waits’ desire to get out of his rut, Lista urged him to pursue the parallel acting career he’d begun with Paradise Alley. “I said, ‘Tom, I think you could do really well with acting,’” he recalls. “With him there were a lot of different mediums involved. There was singing, there was instrument playing, but there was also comedic acting and there was dancing and there were all kinds of theatrical things involved. I think he was starting to see them as all akin.”

In addition to acting, there was another string Waits wanted to add to his bow: writing. In April, he flew to Paris to talk with the Belgian illustrator Guy Peellaert about providing the text for a book. In 1974, Peellaert had published Rock Dreams, a collaboration with writer Nik Cohn that imagined notable pop and rock stars in striking tableaux that drew thematically on the myths surrounding them. Now he wanted to pay tribute to a number of pre-rock entertainers and associated figures, most of them connected to Las Vegas. “It’s about American heroes from Jimmy Durante to Jimmy Hoffa,” Waits explained. “It’s got … uh … Marlene Dietrich and Jack Benny and Mario Lanza and Elvis Presley and Milton Berle and Lenny Bruce and … stories to accompany each painting … my own perspective, not a biography.” On the pretext of research, Waits and Chuck E. Weiss made a field trip to Vegas and wound up being thrown out of the MGM Grand. “They threw us out for hanging around the elevators looking for drunk cheerleaders,” Waits told Playgirl. “They thought we looked like bad security risks.”

Waits was simultaneously at work on a movie musical with lyricist Paul Hampton, a sometime partner of Burt Bacharach’s. With the working title Why Is the Dream Always So Much Sweeter than the Taste?, the “opera” (as Waits referred to it) was about two old friends reunited on a New Year’s Eve in the southern California town of Torrance. Jack Farley Fairchild (“a used-car dealer”) and Donald Fedore (“his partner and side-kick”) were another permutation of the Kerouac-Cassady and Waits-Weiss double acts. Though the project never got off the ground, either as a film or as a musical, Why Is the Dream …? produced the concept of the “Used Carlotta” sequence in One from the Heart and almost certainly sowed the seeds for Frank’s Wild Years and Waits’ work with director Robert Wilson in the 1980s and 90s. Waits and Hampton were still apparently working on their “opera” in early 1979, when Waits said he’d “never tried anything like this before” and that it was “the hardest thing I’ve ever done … well, the most challenging anyway.”

But it was in his music itself that Waits made the biggest changes. “If I have to write one more song about booze and being drunk and all that, I’m going to throw up!” he said. Renting a little room on Sunset at Van Ness, a stone’s throw from the “Rock’n’Roll Denny’s” beloved of bands and music scenesters alike, Waits threw out his rulebook and wrote a dozen new songs on the guitar. “I think for a while I had a certain romance with Tin Pan Alley,” he told me in 1985. “But it was actually rather rigid for me. I wrote primarily at the piano and you write a certain kind of song at the piano.” Getting away from the Tropicana was liberating in itself. “I live in a neighborhood that far from insulates me from life out there,” he told Charley De Lisle. “I feed off it. But at some point you really have to stop and go away and sit down and collect all of the things you’ve been through. You have to be away to let your imagination work along with your memory.”

When the Blue Valentine sessions began at Filmways/Heider Recording on 24 July, the musicians were surprised to find Waits standing in the studio with an electric guitar. “I’m playing [it] for the first time,” he told Rolling Stone a little disingenuously, “and shit, I know three chords just like every other guitar player.” Among the sidemen was Jim Hughart, last man standing from the core of jazz players on Small Change. “Maybe Tom felt a bit more at ease around me,” Hughart says. “Drummers and saxophone players changed, but I was the one consistent member of the recording unit from beginning to end.” Yet even Jim would only appear on two of the album’s tracks. After using Chip White and Frank Vicari on “Wrong Side of the Road,” “Romeo Is Bleeding,” and a discarded version of “$29.00,” Waits decided it was time for a change and called a halt to the sessions. “[I needed] something different,” he said. “I’ve got to keep it fresh. God, it was tough letting those guys go.”

“I think he flew us out to LA because he wanted to put us on a record,” Chip White says. “He didn’t know how much longer this situation was going to last. He said he was just trying out new blood, and I understood that. There were no hard feelings.” Tiring of the jazz-trio basis of his sound, Waits wanted an altogether blacker feel for the album. After brainstorming with Bones Howe and Herbie Cohen, he booked drummer Ricky Lawson, guitarist Roland Bautista, and fellow Cohen client George Duke, who guested on the record as “Da Willie Gonga” to avoid detection by the Musicians’ Union. “They’re all Negroes,” Waits quipped. “I’m the only spot in the group.”

Jim Hughart’s place, meanwhile, was taken by Byron Miller and Scott Edwards, electric bass players from R&B and funk backgrounds. It was ironic that Duke played Yamaha electric piano on three tracks, since Waits had always detested the instrument and carried painful memories of playing Duke’s keyboard during his support slots on the Zappa tours. The new ensemble went into the studio with Waits on 8 August, recording “$29.00” that day, followed by “Red Shoes by the Drugstore” and “Christmas Card from a Hooker in Minneapolis” two days later.

But that wasn’t all. Long a devotee of New Orleans R&B, Waits had of late saturated himself in music by Dr. John, Allen Toussaint, Professor Longhair, Huey “Piano” Smith, and other Crescent City legends. “Blue Valentine really started because Tom was fascinated by second-line New Orleans R&B,” says Bones Howe, who knew Los Angeles was home to a number of displaced “N’awlins” musicians. In one of the pair’s coffeeshop meetings, Howe suggested Waits record some tracks with the likes of drummer Earl Palmer, guitarist Alvin “Shine” Robinson, tenor saxophonist Herb Hardesty, and keyboard player Harold Battiste. All had played on classic New Orleans sides of the 1950s and 60s. Hardesty had been a linchpin of Fats Domino’s band, and Palmer had played on Little Richard’s explosive “Tutti Frutti” before becoming one of LA’s premier session drummers. Battiste had made a similar move to California and wound up arranging pop hits for the likes of Sonny and Cher.

For Hardesty, the Waits dates in late August were a revelation. “I didn’t know Tom until Earl Palmer called me to LA,” he said the following year. “He specializes in musical freedom. If you feel like jazz you put it in, if you want to get a little bluesy you put that in too. There’s complete freedom—it’s one of the most interesting groups I’ve ever worked with.” Reminiscing almost thirty years later, Hardesty told me Waits was “a very pleasant human being, a very nice person who projected himself through his work and had his own style of doing things.”

After big orchestrated sessions for “Somewhere” and “Kentucky Avenue” on 21 August, Waits went back into Heider’s with the New Orleans veterans the next day and banged out “Whistlin’ Past the Graveyard” and “A Sweet Little Bullet from a Pretty Blue Gun.” Hardesty, Palmer, and co. gave Waits the vintage R&B feel he wanted for songs that were closer to the present-day reality of the streets than anything he’d written before. “There’s more blood in this record, probably more detective-type stories,” Waits said. “It just comes from living in Los Angeles, hanging out where I hang out. I kind of feel like a private eye sometimes. I’m just trying to give some dignity to some of the things I see without being patronizing or maudlin about it.”

Waits told Circus that most of the “stories” on Blue Valentine “took place in Los Angeles in the last few months.” That was certainly true of “Romeo Is Bleeding,” his account of a Mexican gang slaying in an East LA movie house. The track instantly sounded new for Waits. With its sauntering bass line, rimshot beat, and sleazy wheezing organ, “Romeo” was supper-club R&B-jazz with a Jimmy Smith feel. Waits played muted guitar alongside Ray Crawford, and Bobbye Hall Porter bopped along on congas. “Romeo” was also Waits’ first foray into Hispanic LA, surprising when you consider his early experiences in Mexico. This was low-rider country, the lyrics semi-rapped as Waits laid out his fatal tale of pachuco machismo.

Romeo was one of several characters to die on Blue Valentine. Violent death seemed to have become an unavoidable subject for Waits. “I’m not optimistic about things,” he said. “I know this girl who had her arms cut off. It’s getting very sick out there.” Vulnerable young women were a particular preoccupation on the album. Both “$29.00” and “A Sweet Little Bullet from a Pretty Blue Gun” concerned girls who headed to LA with their heads full of movie-star dreams, only to be lured into prostitution by pimps in souped-up automobiles. “I’ve just developed a more and more grim attitude,” Waits said. “I can’t write about ‘Dear baby I love you and everything’s gonna be alright ’cause we’re gonna get married.’ It’s presented problems in my personal life as well.” “Sweet Little Bullet,” a Dr. John-esque strut powered by Earl Palmer and his New Orleans brethren, was based on the suicide of a fifteen-year-old who’d leapt to her death from a seventeenth-floor window on Hollywood Boulevard.

“$29.00” was eight minutes of urban blues, with George Duke and sidemen sounding like the house band in a dingy South Central club. The result was a masterpiece of early-hours sleaze, born one night at the Tropicana when Waits’ pimp neighbour was being harangued by one of his girls. “[She’d] had her dress ripped by a trick and she wanted him to reimburse her for the dress and the dress cost $29,” Waits recalled. “So I heard ‘$29’ for an hour and I was trying to watch Twilight Zone.”

Featuring the Hughart/Vicari/White group, with Charles Kynard on organ and Ray Crawford on guitar, “Wrong Side of the Road” took another leaf out of the Dr. John manual. Half hoodoo instruction manual, half an account of Waits’ wild romance with Rickie Lee, “Wrong Side” was sleazy blues-funk that picked up from “$29.00” without missing a beat. “Whistlin’ Past the Graveyard” was closer to the Robins’ “Riot in Cell Block No. 9” than to Professor Longhair. More radical musically was “Red Shoes by the Drugstore.” With its electric bass, guitar flicks, shimmering electric piano, and rolling toms, it was more urban and contemporary than anything we’d heard from Waits before. The lyrics were magnificent, moreover, as if the new genre setting had focused and tightened his writing.

Waits didn’t entirely abandon piano and strings on Blue Valentine. For the third album in a row he kicked off with a glorious schmaltzfest, this time in the form of West Side Story’s immortal “Somewhere.” A favourite of Rickie Lee Jones,’ the Bernstein-Sondheim ballad was street-corner liebestod, the ultimate song of longing for a better place in the midst of stress and violence. “Tom said, ‘I’ve always wanted to sing that song,’” remembers Bob Alcivar, whose sweeping strings on the track would melt the stoniest heart. “I said, ‘How are we going to do it?’ He said, ‘Why don’t you pretend I’m Frank Sinatra and write what Nelson Riddle would write?’ And it was perfect.” Waits used at least two voices for the song. One moment he gave us an airy, wistful tenor reaching for bel canto, the next he was Louis Armstrong. This was the yin and yang of Waits’ music, with “Somewhere” the syrup to the salt of “Red Shoes” and “Romeo Is Bleeding.”

Still more lushly sentimental was “Kentucky Avenue,” the great song of Waits’ childhood. One of his most unashamedly emotional outpourings, it mourned lost innocence with a compassion few other songwriters have ever attempted, let alone achieved. This wasn’t The Waltons—the lyric was full of wanton violence and vandalism—but as the song reached its climax, the love in Waits’ voice, heaved from his memory, was almost too much to bear. “It still brings tears to my eyes,” says Bones Howe. “I fought him for the cellos, and in the end he relented. There’s another version of him doing it just sitting at a piano, but it just doesn’t have the power or the emotional feel.”

Waits later felt he’d given away too much in the song, letting the mask slip too far. Indeed, he became increasingly uneasy about anything too cloying. “Once I left town and they’d added strings and chick singers and all this,” he told me. “I was like, ‘I don’t like that. Let’s just do it so it’s done.’ Bones had a background in jazz, and he’d done a lot of records like that anyway, but it was like MSG—enough already, enough with the corn starch.”

Two other tracks on Blue Valentine served as bridges between the twin poles of the sentimental and the hard-edged Waits. “Christmas Card from a Hooker in Minneapolis” found him back at the keyboard but with George Duke for company, tinkling bluesily away on a Yamaha electric grand. The song was one of Waits’ great inhabitations: he really got inside the battered soul of this woman who’d stumbled from the pages of Bukowski. The epistolary self-deception was a kind of unreliable narration, redeemed by such touching details as the reference to “that record of Little Anthony and the Imperials.” This was no lush life, this was heroin and jail time. Under the surface sentimentality we heard the hard edge of self-destruction. And we never even found out if Charlie got the letter.

The last song, the not-quite-title track that was “Blue Valentines,” was a throwback to Waits in late-night blue-note mode. “Muriel” sans piano—with Waits accompanying himself on guitar—the track could be another dry run for the music from One from the Heart.

After the last session on 16 August, Waits felt he’d finally laid his own stereotype to rest. “I’m really getting a little tired of being referred to as Wino Man,” he said. “It was okay for a while, but I’d like to be a little more three-dimensional.” He said the typecasting had been both a blessing and a curse. “It’s important to have an image and a signature and all that,” he remarked. “But from there I want to build and show some other sides of me.”

No one could have guessed just how many sides Tom Waits would turn out to have.

1* The credits on the sleeve of Blue Valentine give thanks not only to Weiss and Louie Lista but to “Diane ‘Steal That Black Jockey Off The Lawn’ Quinn.”