Train Tracks

Pondering how Tom Waits seemingly created the perfect tune for other people to sing. Major rock stars were fighting with one another to cover “Downtown Train.”

By Ernie Smith

Today in Tedium: Tom Waits is one of our greatest, one-of-a-kind musical creations, a songwriter who has never been afraid to experiment beyond the edges of traditional pop music, trying out a wide range of musical influences, and intentionally avoiding the trappings of what we expect from mainstream pop stars. But sometimes, he lands on something that seems destined to live a life of his own, in an extremely mainstream way. And not everyone particularly loves that, especially when Rod Stewart gets his hands on it. But was it something Waits was specifically trying to do? Today’s Tedium ponders whether the classic Waits tune “Downtown Train” might have been an intentional effort to build a song that mainstream pop stars would trip over one another trying to cover. Because that’s exactly what happened. — Ernie @ Tedium

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Tom Waits

Turns out Tom Waits knew how to write a pop tune, even if he wasn’t usually doing that.

Was Tom Waits intentionally trying to write a song that famous people would want to cover?

So, this subhed sounds like a bizarre accusation, I know, but let’s break this down for a second.

While Waits had attracted popular covers previously—as early as 1974, The Eagles were covering his early single “Ol’ 55,” which still appears on the radio from time to time—there was something different about the impact of “Downtown Train,” a song that somehow fits in the context of 1985’s Rain Dogs, a record that largely hangs out on streets few artists were willing to travel.

It’s not the only song on the record that seems like it has room to live beyond adventurous record collections—“Hang Down Your Head,” cowritten with his wife Kathleen Brennan, appeals in a way that might cause a head-turn or two.

But overall context is important here. Rain Dogs is an album whose opening track sounds like the Cookie Monster scoring a Tim Burton film, and much of the album captures a similar complexity, with truly avant-garde musical ideas on display. It is the definition of acquired taste—but a very palatable acquired taste, one of the biggest critical successes of the entire decade.

Near the end of the record, though, sits “Downtown Train,” a tune which, even in Waits’ presentation of it, eschews the junkyard carnival vibe of much of the record. Instead of using mostly acoustic instruments, like much of Rain Dogs does, giving the record something of a timeless feel, you can hear a particular kind of production style on “Downtown Train,” timing it to a very specific era. It’s not aggressive—we’re not talking Journey here, and the prickly guitar melody is certainly not exactly what you might be used to from Top 40 radio—but you can clearly tell that he’s taken a different production approach to this song than nearly everything else on the 19-track album. There’s a gentle thrust to the melody to keep things moving.

And if you look at who actually performed on it—among others, G.E. Smith, best known for his long tenures with Hall & Oates and the Saturday Night Live house band, and Tony Levin, the Chapman Stick enthusiast whose exceptional bass-playing skills were heard on Double Fantasy just a few years prior—it quickly becomes clear that Waits was actually trying to write and perform a pop song. Of sorts.

On the song, Waits is still very much Waits. He growls all over the track, as he always does. But one gets the impression that he’s trying to build a song that’s compatible with the radio even as his musical style in 1985 largely isn’t. Heck, Waits even made a video for the song despite being down on music videos as an artform. (Waits, a frequent film actor, teamed with Jean-Baptiste Mondino, whose best-known music video, “The Boys of Summer,” had vibes that fit well with Waits’ style.)

“Besides,” he told Billboard in 1985, “I get to wear a dress in this video. I don’t get many opportunities to wear a dress these days.”

And given all that, you wouldn’t be surprised to learn that some in his circle saw this as intentional. In a 2009 unauthorized biography of Waits, journalist Barney Hoskyns makes the claim that, yes, Waits was intentionally building a song that would attract more famous covers. He quotes Stephen Hodges, who played drums on much of Rain Dogs, but whose work on that track was pushed off to the side in favor of more mainstream session musicians.

“I liked our versions of ’Downtown Train,” Hodges said in an interview with Hoskyns. “I knew where he was going, but we were trying not to do that rock thing. But then he just went ahead and did it anyway. Some people accuse Waits of salting his records with songs that people will stumble into and make him buckets of money with, and you can hear that here.”

(Now, granted, Rain Dogs is a record in which the decidedly mainstream Keith Richards guests, but you get the idea.)

Hoskyns posits that the reason for this was that he had finally gained ownership of his publishing, meaning that he was well-positioned to make bank if one of his songs became a popular cover.

And wouldn’t you know it?!? That’s exactly what happened.

“I mean, there’s a lot of things I can’t remember, but I think I would have remembered doing that.”

— Tom Waits, discussing a lawsuit he had filed after Frito-Lay used a soundalike of Waits in a Doritos ad. Waits, who had stopped doing ads after expressing guilt over a dog food ad earlier in the ’80s, was not happy about this. The lawsuit stretched out over quite a few years, but it was eventually one that Waits won, one of two factors allowing him to take a few years off to raise his kids, according to Hoskyns. The other factor in being able to take time off was this cover of “Downtown Train” you might have heard.

How “Downtown Train” became such a popular song to cover that it caused a public feud between Rod Stewart and Bob Seger

So imagine it’s the late ’80s, and you’re a popular singer with a mainstream appeal and a raspy voice. Bruce Springsteen has made your life both easier and harder—easier, because he has made your style of music very popular, and harder, because he has become the primary calling card for such music.

And let’s say that, unlike Springsteen, you don’t generally write your own songs. Perhaps you rarely do; you have primarily evolved into an interpreter of songs written by others.

Now let’s say that you’re looking for a hit, and you hear this song by this experimental folk-blues singer that knocks your socks off, and you realize that if it was presented in a slightly less askew way, it could potentially become a massive hit.

If you think this is the story of how Rod Stewart found “Downtown Train,” you’d be right. But, and here’s the part where it gets interesting, it’s also the story of how Bob Seger found “Downtown Train.” And the debate over which artist first uncovered this song seemingly designed to encourage this kind of reaction quickly spilled out into the press in the early ’90s.

In a 1990 Boston Globe article, Seger’s manager, Punch Andrews, laid out the artist’s frustration over what had happened—that Seger had built a whole album around his cover of Waits’ song, only for Stewart to show up at the last moment with his own version.

“We were livid,” Andrews told the newspaper. “I called the publisher long ago and was willing to buy the song, for heaven’s sake. But I was assured that wouldn’t be necessary, and that we would still be the only major artist to cut it. Then all of a sudden, Stewart’s version comes out. We couldn’t believe it.”

Andrews made it clear that Seger had to basically throw out an entire album because of Stewart.

“But the whole thing inspired Bob’s creativity,” Andrews added. “He dropped three or four other people’s tunes that he was thinking of doing, and started writing about 10 new songs. I’m pretty confident we’ll have the album out by the fall.”

(The album didn’t emerge until the summer of 1991, and when The Fire Inside did appear, it had two Tom Waits covers.)

Downtown Train

For his part, Stewart says he wasn’t exactly looking for “Downtown Train” actively—it was actually surfaced to him by the head of his label at the time, Rob Dickins. According to his autobiography (because unlike Waits, Stewart signs off on his biographies), Stewart was introduced to the song by Dickins, who had been making the case to Stewart that he needed to interpret more songs, rather than trying to write tunes of his own. I’ll let Stewart (or, at least, his ghostwriter) take it from here:

… in mid-1989 Dickins visited me in Epping, clutching a cassette and a ghetto blaster. He said, “I want you to listen to this,” and he played me a song. When it finished he said, “Don’t say anything.” And then he played it through again. When it finished the second time, he again said, “Don’t say anything.” And then he played it a third time. By then I was wishing I had written it. And I was bursting to sing it.

The song was Tom Waits’s “Downtown Train.” It had a melody that connected emotionally and a lyric that absolutely ached with yearning. My son Sean, who was eight at this time, had come into the room during the third playing of the song and said afterwards, “Why was that guy singing so bad?” Which made the point very clearly, really: here was a great, great song, but sung by someone whose voice was always going to be an acquired taste, therefore hindering the song’s chance of being a hit. (I love Tom Waits’s voice, but it’s not for everyone.)

So, unlike Seger, who had spent all this time building up an entire album around a song he loved so much that his manager was willing to buy it, wholesale, from Waits, Stewart gets played the album one day by his studio boss, decides to add the song to his album at the last minute, and it becomes another top-10 hit in a long string of them.

Stewart notes that it helped set the stage for the latter part of his career, when he leaned very hard into the interpreter route.

“It gave me a hit—Top 10 in the U.K. and number three in Billboard—and it got me on the cover of Rolling Stone again,” he (or his ghostwriter) wrote. “But, more important than any of that, it reminded a few people who I was and what I could do—a few people who, maybe, used to know but had forgotten, or maybe who had chosen to forget and turned away. And it reminded me, too.”

But was something more devious at play? Seger has implied in interviews of the era that he and Stewart were close friends before the whole saga played out, and he had hung out with Stewart while on tour in England, not long after he had recorded “Downtown Train.”

“The next thing I knew,” Seger said in a 1991 Detroit Free Press interview, “a month later he recorded ‘Downtown Train’ in London, and two months later he recorded it in the same studio I recorded it in Los Angeles. That’s all I know.”

(It wasn’t the only professional setback Seger suffered at this time—he was given the chance to record a cover of “Pretty Woman” for the film of the same name, which he had turned down because he thought he was going to have an album out. So in a way, Stewart screwed him out of two potential hits. Seger emphasized he had no regrets, though.)

Stewart has denied anything sketchy took place, and Seger’s recording did eventually see release—in 2011, more than 20 years later.

In a 2011 interview with the Cleveland Plain-Dealer, the truly ironic part of this whole conflict emerges: While building out a greatest-hits compilation, Seger found the song he recorded, listened to it, and realized he didn’t even like what he did in 1989.

“I liked the track, but I didn’t like anything else about it. So I re-sang it. I added the girls and some timpani drums. I can’t remember all the things I did to it,” Seger recalled. “I said, ‘This is pretty good—we ought to put this out.’ And then I said, ‘Well, if I’m going to put it out, I ought to consider touring.’”

So maybe in the end, we got the best possible cover we were going to get out of this track that seemed to have been destined for a really high-profile cover. At least Tom Waits got paid.


The peak chart position of “Downtown Train” for Patty Smyth, who actually covered the song a few years before Seger or Stewart had. Smyth, known for songs like “The Warrior” and “Sometimes Love Just Ain’t Enough,” is known for tunes with a pop-rock backing and a little rasp, but her version of the tune is actually more on the pop end of the scale.

This whole state of affairs is really weird, isn’t it? Here’s this song by a fairly out-there musician, and it apparently ruined a friendship between two icons of classic rock, and in the process arguably ruined the original song for fans of Rain Dogs, who now are far more likely to hear Stewart’s take on the tune.

My imagination runs wild with all the what-ifs in this situation. What if Seger released his version first? What if Smyth’s version had been bigger?

Was this all a scheme to get famous people to shoot music videos in subway stations?

Whatever the case, the success of “Downtown Train” worked out for Waits and Stewart. Stewart still dips into Waits’ musical repertoire from time to time, to the point that, even during a period when Stewart was finally starting to write his own songs again, he still decided to cover Waits.

“‘Downtown Train’ bought Tom Waits a swimming pool,” Stewart told Ultimate Classic Rock in 2013 as he was about to release a new album. “And ‘Picture in a Frame’ will pay for a new roof on his house. Really, I can’t say enough about Tom—he has such great imagery, which is an area in which I could do a bit better.”

So whether you love or hate Rod Stewart’s version of “Downtown Train,” know that it bought Tom Waits a swimming pool.


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Ernie Smith

Your time was just wasted by Ernie Smith

Ernie Smith is the editor of Tedium, and an active internet snarker. Between his many internet side projects, he finds time to hang out with his wife Cat, who's funnier than he is.

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