For his third album, Nighthawks at the Diner, Tom Waits set up a nightclub in the studio, invited an audience, and cut a 70-minute, two-LP set of new songs. It's an appropriate format for compositions that deal even more graphically and, for the first time, humorously with Waits' late-night world of bars and diners. The love lyrics of his debut album had long since given way to a comic lonely-guy stance glimpsed in "Emotional Weather Report" and "Better Off Without a Wife." But what really matters is the elaborate scene-setting of songs like the six-and-a-half-minute "Spare Parts," the seven-and-a-half-minute "Putnam County," and especially the 11-and-a-half-minute "Nighthawk Postcards" that are essentially poetry recitations with jazz backing. Waits is a colorful tour guide of midnight L.A., raving over a swinging rhythm section of Jim Hughart (bass) and Bill Goodwin (drums), with Pete Christlieb wailing away on tenor sax between paragraphs and Mike Melvoin trading off with Waits on piano runs. You could call it overdone, but then, this kind of material made its impact through an accumulation of miscellaneous detail, and who's to say how much is too much?

Okay, the challenge officially begins here. Jesus.

Yeah, I'm finding these early albums to be a grim listen. I'll be interested to hear your reaction to the 4 album run of Blue Valentine, Heart Attack & Vine, Swordfishtrombones, and Rain Dogs - personally, I consider that era to be his glorious peak.

For me, if Waits has a stinker in the catalog...Nighthawks may be it.

Yeah, but once you get past "Tom Traubert's Blues", Small Change is excellent. I think (hope) you're in for a pleasant surprise there.

Small Change is excellent. I think (hope) you're in for a pleasant surprise there.

The fourth release in Tom Waits' series of skid row travelogues, Small Change proves to be the archetypal album of his '70s work. A jazz trio comprising tenor sax player Lew Tabackin, bassist Jim Hughart, and drummer Shelly Manne, plus an occasional string section, back Waits and his piano on songs steeped in whiskey and atmosphere in which he alternately sings in his broken-beaned drunk's voice (now deeper and overtly influenced by Louis Armstrong) and recites jazzy poetry. It's as if Waits were determined to combine the Humphrey Bogart and Dooley Wilson characters from Casablanca with a dash of On the Road's Dean Moriarty to illuminate a dark world of bars and all-night diners. Of course, he'd been in that world before, but in songs like "The Piano Has Been Drinking" and "Bad Liver and a Broken Heart," Waits gives it its clearest expression. Small Change isn't his best album. Like most of the albums Waits made in the '70s, it's uneven, probably because he was putting out one a year and didn't have time to come up with enough first-rate material. But it is the most obvious and characteristic of his albums for Asylum Records. If you like it, you also will like the ones before and after; otherwise, you're not Tom Waits' kind of listener.

Man, I just can't imagine "The Piano Has Been Drinking" being hard to like.

Waits gets a pass because he's obviously a showman, because he's doing it with a wink and a smile, and because the music and the lyrics are so good. Yes, his voice is deliberately affected. He's also singing about stuff that's entirely made up as characters that are totally not him. It works because he brings so much to the table, because in spite of all the influences on him that you can clearly pinpont, he assembled it all into something all his own.

I can't believe I have willed myself into this project now .

Good on you for trying, but the simple truth is, if you don't like it, you don't like it. It's like forcing yourself to finish a book that halfway through you decide, "wow, this is crap." I'm not saying Tom Waits is crap, but I applaud you for giving it the good college try.

It's like sitting through a meal where it mainly works but some element sneaks in, let's call it basil, and you just can't shake the taste and leaves you ultimately feeling less than satisfied. You didn't hate it, but goddamnit why all the fucking basil?

Tom Waits gives one side of his fifth album, Foreign Affairs, to his more structured, bluesy ballads and the other to his jazz raps. On side one, you get his duet with Bette Midler on the singles-bar dialogue "I Never Talk to Strangers" and his take on his Beat predecessors Jack Kerouac and Neal Cassidy on "Jack & Neal." On side two, you find the extended observations of "Potter's Field" and "Burma-shave." Waits' voice is becoming ever more gravelly, but his basic musical approach remaines the same, and by this point he'd attracted a steady cult audience that enjoyed his verbal flights and boozy philosopher persona, even as critics began to complain that he was repeating himself. By the way, that's Waits' then-girlfriend, the then-unknown Rickie Lee Jones, on the cover with him.