Noted as Tom Waits most critically acclaimed album, Rain Dogs follows the new musical path Waits had taken with Swordfishtrombones.

Considered the middle of a de facto trilogy with Swordfishtrombones and Franks Wild Years, Rain Dogs is the first of Waits albums to be written in New York, in a Lower Manhattan basement.

A 53-minute, 19-track monster, Rain Dogs is a kind of mutant, late 20th century musical Canterbury Tales with a shape-shifting band. There are banjos and marimbas and bowed saw and parade drum and howling horns (and Keith Richards and Marc Ribot) on this rollicking, rough-hewn opusand Waits, using his voice in increasingly weird-and-wild ways. The songs are stories, sagas, laments, breakdowns, character studies, comedies and cabaret numbers.

Theres the aching Hang Down Your Head, and the moving anthem, Downtown Train, which was covered by Patti Smith and Rod Stewart.Waits coined the term, rain dog, a reference to dogs w