Tom Waits has Just completed the soundtrack album for his musical of last summer, Franks Wild Years. The work, co-written with Waits' wife, Kathleen Brennan, was performed by Chicago's Steppenwolf Theater Co. to sold-out houses for three months. Waits played and sang the lead role.

The album contains songs from the play, but they are arranged and cast a bit differently -- as they will be performed in Waits' upcoming Fall tour. Tom said he dressed each song up in different clothes for the album, almost like you would with actors, to "transplant" the feel of the stage into the songs.

Franks Wild Years, the album - - a dreamy saga of fate and resurrection - - is similar, stylistically, to the preceding two Waits LPs -- Swordfishtrombones and Rain Dogs, which were both critically acclaimed. Yet there is an unmistakably theatrical quality present here, an almost operatic one. A tragicomic opera, perhaps.

Well, once again, its time for the formal big-press update. So Waits talked about the record, and other stuff, while on the set of Ironweed with Jack Nicholson and Meryl Streep in Albany, New York. (He plays the part of Rudy.) And the conversation Waits had with writer Rip Rense is attached.

RENSE: I've just listened to the record for the second time ---

WAITS: Well, it takes a few times to hear it. . .

RENSE: That's been true with your more recent works, I think.

WAITS: Yeah, I know. It takes a while. You have to let it chase you around.

RENSE: So how far into the filming are you?

WAITS: Half-way through. Till the end of May. I'm Rudy. Rudy the Kraut. Dies in the end. It's a good part. It's pretty much what most people would consider to be a mainstream film. Nicholson's in it. I got him in on this, you know.

RENSE: Well, you have a lot of clout in the movie industry ---

WAITS: Yeah. They got me in place first, for the money, see, then they asked me if I had any friends. Anyway, this is really a great story. It's kind of a fable. Or more like a parable, actually. Like a Biblical story, almost --- one man's redemption and baptism and all that.

RENSE: Mmm-hmm. So they're looking for a Q&A to send out ---

WAITS: Yeah, something to send out with the record.

RENSE: It struck me as something of a serio-comic fantasy, which, incidentally, was how they billed "Son of Kong" in 1936. My first reaction to the record was that I wished I had seen the live production.

WAITS: Well, that's good.

RENSE: I also noticed the operatic qualities before I saw the words, "Un Operachi Romantico" on the album cover.

WAITS: Well, there's a bastard opera quality mixed in with Mariachi. It's Kathleen's word. We were Just looking for a word that had something to do with what this is all about. I don't want this music to intimidate people; make them think they have to take a course or something to be able to enjoy it. In the studio, you know, I was primarily dealing with viscosity and thermal breakdown, a lot to do with hydrodynamics.

RENSE: I hear you are a real bastard in the studio.

WAITS: Yeah. Everybody has to wear a uniform with their name on it. If they're paid well, you can expect just about anything from them It's an army. Runs on its stomach. . . or we run on your stomach. Play it like you need the money.

RENSE: Someone mentioned that this record sort of closes out a trilogy for you. Did they mean that stylistically? This record, and Rain Dogs, and Swordfishtrombones, all do seem to share a similar stylistic approach. Eclectic, improbable batches of instruments, a sense of theater. . .

WAITS: It closes a chapter, I guess. Somehow the three of them seem to go together. Yeah, 'cos Frank took off in Swordfish, had a good time in Rain Dogs and he's all grown up in Frank's Wild Years. They seem to be related --- maybe not so much in content, but at least in terms of being a marked departure from the albums that came before. In that I produced all three of 'em, so I feel closer to 'em. I got some stuff out. I didn't get everything out that I wanted to but I made some minor little breakthroughs for myself --- things I wanted to hear.

RENSE: Does this imply that the next record will be totally different?

WAITS: It probably will be. In some way, acting and working in films has helped me in terms of being able to write and record and play different characters in songs without feeling like it compromises my own personality or whatever. That I can be different things in the studio that I can separate myself from the song. Before, I felt like this song is me, and I have to be in the song. I'm trying to get away from feeling that way, and to let the songs have their own anatomy; their own itinerary; their own outfits.

RENSE: Your voice sounds very different on this record. There are some kind of rather startling vocal effects here.

WAITS: I did all my vocals through a police bullhorn. Once you use a bullhorn, Rip, it's hard to go back. There's something about the power it commands and the authority it gave me in the studio over musicians.

RENSE: Now you understand why people become police officers.

WAITS: When I finally discovered what a bullhorn can do to your whole sound, it was a big moment for me. I'd never sung through a bullhorn. I'd tried to get that effect in other ways. I tried cupping my hands, singing into tin cans, using those 7-dollar harmonica microphones, singing into pipes and there it wee. A battery-operated bullhorn. Available at Radio Shack for $29.95.

RENSE: Kathleen did some of the vocal arrangements, I notice.

WAITS: Oh, yeah, she helped me a lot on the album. We worked side by side on it. I'm getting to the point where I can take chances, I think. It's hard when you're a producer, and you're writing and performing. It requires, well, you have to shift a lot of gears. You need somebody you can trust standing on the outside to kind of push you into the water.

RENSE: What do you mean, 'take chances?'

WAITS: Just in the sound world; creating a particular sound world or environment. Taking it song by song. Like 'I'll Take New York,' it was kind of a uh...Jerry Lewis going down on the Titanic. Little dramas. On this album I tried to take each song individually and create its own world for itself.

RENSE: Much as you tried to do with the last two albums?

WAITS: I guess so, yeah.

RENSE: I don't mean that this one sounds the same, but that you employed the same approach.

WAITS: Yeah.

RENSE: 'I'll Take New York' being at least stylistically a flip side to your Si natra vocal on 'Straight To the Top (Lounge)'?

WAITS: Yes, they blend together.

RENSE: The phrasing on that 'Straight To The Top' sounded awfully convincing...

WAITS: Well, you know, it's a secret dream to work the big rooms, Rip. To get in there and work the Stardust, you know? Make it stick.

RENSE: Something we all aspire to ---

WAITS: Well, we should, if we're Americans.

RENSE: Now, I have an impression of a guy who leaves town, tries to make it big, and doesn't. That's too simple, I guess. What's it all about?

WAITS: It's really, simply enough, the story of a guy from a small town who goes out to seek his fame and fortune; a standard odyssey. Eventually, what happens is that the story opens on a park bench in East St. Louis. Frank is despondent, penniless, and he dreams his way back home to the saloon where he began. He's thinking he's only moments from freezing, then wakes up, to his surprise, in the saloon. He's given um...a ticket home, and there he tells the story of his success. But he stops in the middle of it, and tells the real story. He's no hero, he is no champion; wasn't what he says he was. He was really a guy who stepped on every bucket on the road. His friends kind of pull him out of it, and tell him he's got plenty to live for. In the end, he wakes up on the bench, ready to start again.

RENSE: It's ambiguous, and perhaps moot, as to how much is dreamed and how much happens?

WAITS: Well, on stage it was supposed to be more ambiguous; what you choose to believe --- as if the whole re-evalution of all his shortcomings took lace moments before his death. It was the snowflake that didn't fall that saves him from hitting the freezing point.

RENSE: Can you give me some comments on the record, song-by-song? Starting with 'Hang On St. Christopher' ---

WAITS: Little Jamaican shoeshine music, there. Kind of a depraved Vaudeville train announcer. Ummm. . . It was really great to see Bill Schimmel, classically trained at Juilliard, on his hands and knees, playing the pedals of the B-3 organ with his fists. Working up a sweat. It was worth it just for that. Has kind of a little bit of a North African horn action going on --- that's Ralph Carney and Greg Cohen. I think it moves along rather well. Kind of mutant James Brown.

RENSE: "Straight To The Top---Rhumba" . . .

WAITS: Kind of a floor show --- yeah, that was a little Louis Prima influence there. Louis Prima in Cuba. A little pagan. Not so Vegas --- more pagan. Like a guy who is obviously not going straight to the top, but the fact that he feels as though he is makes you almost believe that he might be; that somebody like that is going to burn a hole in something - but certainly not the business. Probably himself. We used the Optigon on that.

RENSE: I was going to ask what that is.

WAITS: It's one of the early organs created for home use. Where you have a program disc that you put inside the organ, and it creates a variety of sound worlds for you to become part of. Like they have the Tahitian/Polynesian number complete with birds and waterfall. And you can be a 32-piece orchestra --- instant adagio for strings, you know. There's a cabaret setting, a little jazz thing with a kind of Charlie Byrd feel to it.

RENSE: How did you use it on "Straight To The Top---Rhumba?"

WAITS: I believe it was set on the outdoor tropical thing. Rainforest. Don't try this at home yourself . . . They have these little floppy discs, a little door, and you put one in, close the door and . . . the magic happens.

RENSE: "Blow Wind Blow" . . .

WAITS: Little opera line, there. Got a little carnival thing in it. Glockenspiel, pump organ. Used the bullhorn on it.

RENSE: It sort of continues the 'get out of town' theme?

WAITS: Yes. Those three songs are a guy raring up for his departure.

RENSE: "Temptation."

WAITS: That one started out real tame. I added a bunch of stuff to it, and it started to swing a little bit. Now it sounds practically danceable to me. The whole thing was sung in falsetto.

RENSE: The falsetto gives it a nasty edge ---

WAITS: Gazzari's on the Strip.

RENSE: Did you have something in mind for the vocal setting, or did you change it as you went along?

WAITS: I wasn't sure. The song was there; it obviously needed an injection of some kind, so I tried to sing it in a new way. If you have enough time to live with a song, you can find it.

RENSE: "Innocent When You Dream" ---

WAITS: Kind of a touchstone

RENSE: That one sounds like a Schubert song to me, melodically.

WAITS: Or an Irish drinking song. Did you say Schubert?

RENSE: Yeah.

WAITS: B Schubert, right? Bob Schubert Chevrolet?

RENSE: Right. Where the freeways meet in Downey.

RENSE: "I'll Be Gone"---

WAITS: Kind of a Tarus Bulba number. Almost like a tarantella. A Russian dance. The guy is speaking further of his departure --- "in the morning, I'll be gone." The images . . . nitroglycerin, the pounding of hooves, women in the tent. Tomorrow we ride. It's an adventure number. Halloween music . . . from Torrance. Ritual music. Part of a pagan ritual we still observe in the Los Angeles area.

RENSE: "Yesterday is Here."

WAITS: Kathleen changed the melody on that. It was almost like a Ray Charles number before. All of a sudden we ended up with Morricone. Wanted to get some of that spaghetti-western feel. "Today is grey skies/tomorrow is tears/you'll have to wait till yesterday is here. . ." The title was given to me by Fred Gwynne. He had the title, and didn't know what to do with it. He said j "it's yours; see what you can make of it."

RENSE: Umm, was he speaking to you through the TV set?

WAITS: No. _n a dream. No, on "Cotton Club." We had a lot of time to stand around in our tuxedos. Kicked the title around for a long time. Always liked the title.

RENSE: "Please Wake Me Up."

WAITS: Kathleen started out with the melody on that. It's just a little lullaby of some kind. With mellotron, baritone horn, upright bass.

RENSE: "Frank's Theme."

WAITS: Little Rudy Vallee there.

RENSE: At what age?

WAITS: From the grave. Rudy Vallee. From beyond the grave, we now bring you. ...the missing broadcast.

RENSE: "More Than Rain."

WAITS: Oh, yeah, a little Edith Piaf attempt. There's prepared piano on it.

RENSE: How was it prepared?

WAITS: Lightly sauteed. Francis Thumm plays the strings with a nickel. Almost like you'd play a mandolin. It's in there somewhere.

RENSE: "Way Down in a Hole."

WAITS: That's Ralph Carney on three horns simultaneously. We wrote that one real fast; it was practically written in the studio. Checkerboard Lounge gospel. Here, Frank has thrown in with a berserk evangelist.

RENSE: That's redundant.

WAITS: And for free, he pretends to be blind. One of those tent show things.

RENSE: "I'll Take New York." I think we covered "Straight to the Top---Lounge" already. I heard you were worried this one might scare people.

WAITS: Yeah. Frightened me a little bit, especially toward the end when the ground starts to move a little bit. We just rifted on that in the studio. I described the mood of it, and everyone seemed to understand it an we got it. I think it's the closest thing on the record to a nightmare. Guy standing in Times Square with tuberculosis and no money; his last post card to New York. It's deranged. I wanted it to be Frank's nightmare experience of New York.

RENSE: "Telephone Call From Istanbul."

WAITS: Started as a title, then became just a junkyard for uh . . . one banjo and drums there. Got a little eastern slant on it. I don't know, beyond that. Frank is just started to plummet here; things are starting to fracture a bit.

RENSE: "Cold, Cold Ground."

WAITS: That's the only real Marty Robbins-influenced number on there. Just kind of a hardening back to his earlier times; a romantic song thinking about home, and all that.

RENSE: "Train Song."

WAITS: Kind of a gospel number. Frank is on the bench, really on his knees and can't go any further. At the end of his rope on a park bench with an advertisement that says "Palladin Funeral Home."

RENSE: It closes with "Innocent When you Dream" again, but with a different setting. 78 RPMs, as the album suggests.

WAITS: That's the song that got him started; that he went out on the road with, and this is a reprise. The 78 quality is to give it an epilogue feel.

RENSE: Now, do all the songs have the same feel as they did when they were performed for the play last summer? Or are they different on the record?

WAITS: Oh, yeah, quite a bit different. Without the play, you kind of have to surgically implant the play inside the songs.

RENSE: Is the instrumentation the same?

WAITS: Roughly. The whole approach to each one, in terms of getting them to have their own character, changes. When you have a band on stage, you can't radically change from song to song --- the instrumentation, that is.

RENSE: So the songs are more distinctive from one another on the LP?

WAITS: Yeah, more eccentric.

RENSE: I know that the Steppenwolf Theater produced the play last summer for I guess a few months. I read that performances were all sold out. You going to produce it again?

WAITS: God, I don't know. You know, someday down the road, maybe we'll do a movie of it. Right now, I need to give it a rest. Performing it wears you out, but at the same time the work with the Steppenwolf Theater was really exhilarating for me. I learned a lot, as an actor working with Gary Sinise and Terry Kinney.

RENSE: How important is your acting to you?

WAITS: I'm learning. I figure when I'm on a picture, it's like university, you know? I just watch. And I listen. Someday, maybe I'll direct a film. Right now, I'm just keeping a watchful eye on the machinery of film.

RENSE: So you seem to be approaching each song almost like an individual role. I notice that the instrumentation gets more and more um . . . eclectic? Pump organs, mellotron, optigon...

WAITS: The pump organ really has lungs. It actually breathes. I think I like the physical action of playing it; the sound it makes. It's always a little sour; always a little off. Each one has its own personality, and I have several of them now. The mellotron, I've been hearing about over the years, and I've always been afraid of it. You know, when you hit a key, you actually get that particular note taped on a particular instrument. So when you hit the note, it feels like you're tapping somebody on the shoulder and they begin to play. It's very real. Dream real. Most of the instruments on the tracks, though, can be found in any pawn shop. I haven't completely joined the 20th century.

RENSE: And you plan to take all of these accordions and prepared pianos and banjos on the road?

WAITS: Yeah, in October. The band will include Marc Ribot, Michael Blair, Greg Cohen, Ralph Carney and William Schimmel. We'll go to seven cities, doing songs from the last three-albums...I want an exotic Cuban dream orchestra to do a wide variety of songs, so I think we'll have a good rehearsal period. The problem with travelling with acoustic instruments is that it creates devastating sound difficulties on the road. They're traditionally more difficult to reproduce in different theaters.

RENSE: Dreams seem to be central to the musical --- and plot --- machinery of "Frank's Wild Years"...

WAITS: Yeah, it's... Don Quixote and the windmill, you know? That's what got him on the road. Of course, the world that we're all bound to survive in, as Frank finds out, is made out of real things. I'm trying to get the music to --- I don't know, songs continue to serve different purposes for us all. I don't really write songs particularly for uh... radio. My approach to songwriting has changed. I am trying to, in the way they're arranged and recorded, tamper with the way they're perceived.

RENSE: Well, that's evolution, isn't it?

WAITS: I guess. Yeah, it's hard for me to listen to my earlier stuff. I mean, a lot of people write for a long time without being recognized. By the time you do emerge, you have this network of roots that can be thought of as your own private repertoire; what you build everything else upon. Well, I kind of got it all out there on top and I kind of wish sometimes it was private; that I was standing on the shoulders of something that was impossible to see. It's good, though, to be able to grow and explore publicly, and have people be part of that process and let you move around and change hats; live in different countries. I'm just starting to use my own musical heritage--- all filtered through the lens of your own experience in time. That's what I'm trying to do with the music. Even with the mariachi. I was listening to a lot of Mexican music, and there's a little of that on there. (David Hidalgo of Los Lobos appears on the record, in fact.) I guess you kind of hope that it becomes your own when you bring it into play . . .

RENSE: The words seem to be even more abstract than on "Rain Dogs." Not that this is related to that, though, I wanted to ask you about one line from "Innocent When You Dream." I think the line goes "It's memories that I'm stealing. What did you mean by that?

WAITS: I don't know, really. God, I don't know. . . You caught me. Let's see. ..."Running through the graveyard/we laughed my friends and I/we swore we'd be together/until the day we died/it's such a sad old feeling/ the fields are soft and green/ it's memories that I'm stealing/but you're innocent when you dream." Hmmm. It's like a kids' song, you know? I'm starting to find that songs find their own logic. And when we listen to them, we don't push them in a logical fashion. We let them go in some other place. They have their own kind of Joseph Cornell collection of images. So sometimes a lyric comes to me, I try to deliberately find things that don't particularly have a meaning at the moment. Then I write 'em down, then I think about 'em. Then I understand 'em.

RENSE: That's one of the great things, I guess, about poems and songs...

WAITS: When you listen to the song when it's finished, well, songs are supposed to be listened to once again, as you move along your road. Something that means nothing to you now may mean everything to you next year. These songs are not what I would call deeply personal. They're more stage-oriented, or whatever. They're like Paul Bowles. He had a collection called "She Woke Me Up So I Killed Her" ~ - a translation he did from these old Morroccan fishmonger tales. There was like a four page recipe for a shrunken head in there that is thrilling. Detailed. I just found it remarkable. So songs can be about anything. If you master the art of it, you can aim at anything.

RENSE: Instrumentally, that's similarly true. . .

WAITS: You have to be careful about what you listen to. When I'm writing things, I pay attention to elements. I want to try to bring different colors in.

RENSE: What have you been listening to lately?

WAITS: Well. . . I love the Pogues. Like out of a Hieronymous Bosch painting. Mythic. Mystical. In their very own drunken fashion.

RENSE: And. . .

WAITS: John McCormick, the Irish tenor. My father-in-law is a big fan of his. When I'm home with my in-laws, I always listen to him. Augustine Lara -- kind of a Spanish Scott Joplin or something. He classicalized what we think of as Latin American music. He wrote songs, more like Edith Pief. Below the border with Edith Piaf. Not saloon songs, but nice romance songs. Beautiful melodies. And...Yma Sumac. Tried to make her voice sound like jungle animals. The Furys, an Irish group. The Argentinian tango composer, Astor Piazolla. Brave Combo, a Texan band. They do Polish-Bavarian wedding music. The new Lounge Lizards album is real good. Oh, Louis Prima. Monty Rock III. Ruth Draper. Dinah Washington. . . Dock Bogs, Rod Serling and Moms Mabley.

RENSE: Wagner?

WAITS: Wagner.

RENSE: Anything else?

WAITS: Agnes Burnell. You'll be wanting to get "Father is Lying Dead on the Ironing Board Smelling of Lox and Drambuie." Produced by Elvis Costello. Sure to be a Christmas favorite. And the Romiylana Monkey Chant.

RENSE: What?

WAITS: It's that bush album, you know. This guy went into the jungle and found a group of natives that sat ritualistically in concentric circles and did what has come to be known by millions as the Romiyiana Monkey Chant, where they relive their own tribe being saved by monkeys.

RENSE: Why haven't I heard of this?

WAITS: Don't know, Rip, don't you listen to the radio? These monkeys apparently came down out of the trees and killed an attacking tribe. Romiyiana. Ask for it by name. Accept no substitutes.