Considered the middle of a de facto trilogy with Swordfishtrombones and Franks Wild Years, Rain Dogs came next—written in a Lower Manhattan basement and recorded at RCA in New York City. Waits and Brennan moved there in 1984, when Brennan suggested it might be good for creativity. She was right. A 53-minute, 19-track monster, Rain Dogs was a kind of mutant, late 20th century musical “Canterbury Tales” with a shape-shifting band. There were banjos and marimbas and bowed saw and parade drum and howling horns (and Keith Richards and Marc Ribot) on this rollicking, rough-hewn opus—and Waits was using his voice in increasingly weird-and-wild ways (prompting Esquire to drolly declare it “America’s most distinctive.”) The songs were stories, sagas, laments, breakdowns, character studies, comedies, cabaret numbers, an aching thing that The Rolling Stones should have covered, “Hang Down Your Head,” and the moving anthem, “Downtown Train,” which was later covered by Patti Smith and Rod Stewart. Those were both co-written by Brennan who also helped pen “Gun Street Girl” and “Jockey Full Of Bourbon.”
Waits coined the term, “rain dog,” a reference to dogs who lose their way when touchstone scents are washed away in storms. Among the lost dogs on the album: gruff, wandering merchant marines (“Singapore”), an accordion player in a slaughterhouse (“Cemetery Polka”), a “jockey full of bourbon” (also the song title), an abandoned, withdrawn woman (“Time”), a “gun street girl,” the old drunks and hustlers of Union Square, and even Waits, himself: Aboard a shipwreck train / Give my umbrella to the Rain Dogs / For I am a Rain Dog, too...