The title of his fourth album seemed to indicate a lack of progress, but Tom Waits was undeniably an artist on the move.

Released in September 1976, Waits' Small Change returned him to the studio after the live recording approach he took to the previous year's Nighthawks at the Diner. And although the incremental difference promised by the title was misleading in some crucial respects, it was accurate in others — including the fact that Waits' songs still seemed to emanate from an era that existed outside of time. So resolutely trend-averse that he seemed effortlessly cool, Waits built his early audience by standing apart from pop.

"I don't have fun, really. I had fun once – in 1962," Waits told Sounds in the weeks prior to Small Change's release. "I drank a whole bottle of Robitussin cough medicine, got in the back of a 1961 powder blue Lincoln and went to a James Brown concert with some pardners. We got in the back of the fence with some wire-cutters. I haven't had fun since then. I just don't like the word 'fun' – it's like Volkswagen, or bellbottoms, or patchouli oil or bean sprouts; I just don't like the word. It rubs me up the wrong way. I don't go out and have fun; I have an educational as well as an entertaining evening, but I don't have fun. My idea of an educational evening? Sitting around with a bunch of unemployed biology teachers."

At first tentatively titled Pasties and a G-String, the new record saw Waits plunging further into the sepia-toned vein of hard-up, hard-boiled men and women that populated his first three records — a cast of characters he seemed to know preternaturally well, given his youthful age of 27 years and his rising-star status in the record industry. As it turned out, Waits really was writing what he knew, occasionally to the detriment of his own health.

"He went down and hung around on skid row in L.A. because he wanted to get stimulated for writing this material," producer Bones Howe recalled of Small Change's opening track. "He called me up and said, 'I went down to skid row ... I bought a pint of rye. In a brown paper bag.' I said, 'Oh really?' 'Yeah — hunkered down, drank the pint of rye, went home, threw up, and wrote 'Tom Traubert's Blues.' Every guy down there ... everyone I spoke to, a woman put him there.'"

Waits may have engaged in a little musical Method acting while composing the songs that made up Small Change, but the period surrounding the album wasn't all about suffering for his art. He built a stellar band to help him bring the songs to life, anchored by veteran drummer Shelly Manne — a jazz legend who'd played with a long list of artists that included Chet Baker, Ornette Coleman, Stan Getz and Dizzy Gillespie. Although Waits obviously wasn't in that instrumental class, his compositions had an elasticity and a depth of heart that benefited greatly from Manne's contributions. His playing, and that of his talented bandmates, made recording Small Change quite a bit easier than writing it.

"Well, it was all stuff I wrote in a couple of weeks. Real fast. It was recorded in five nights," Waits said of the Small Change sessions. "The whole album was done live with no overdubbing. It was done on a direct two-track machine; everything was done on the spot while it was being recorded. I like the album. It’s got spoken word on it, ballads, and a little comic relief here and there."

If the sound and studio process behind Small Change was cut from substantially the same cloth as its predecessors, there was a different story brewing in Waits' personal life. Exhausted from touring and reaching the limits of his ability to inhabit the characters to whom his first few records gave such vibrant life, he started experimenting with taking his songwriting in a different direction — not as far as the avant garde stuff he'd pull during the '80s and beyond, but still a thematic evolution, particularly on tracks like the cautionary tale "Bad Liver and a Broken Heart."

"I put a lot into 'Bad Liver and a Broken Heart.' I tried to resolve a few things as far as this cocktail-lounge, maudlin, crying-in-your-beer image that I have," Waits asserted. "There ain't nothin' funny about a drunk. You know, I was really starting to believe that there was something amusing and wonderfully American about a drunk. I ended up telling myself to cut that s--- out. On top of everything else, talking about boozing substantiates the rumors that people hear about you, and people hear that I'm a drunk. So I directed that song as much to the people that listen to me and think they know me as to myself."

"I was sick through that whole period," he added in a separate interview. "It was starting to wear on me, all the touring. I’d been traveling quite a bit, living in hotels, eating bad food, drinking a lot–too much. There’s a lifestyle that’s there before you arrive and you’re introduced to it. It’s unavoidable."

If Waits wasn't quite where he wanted to be in his personal life, the end results still added up to his biggest hit to that point. Boosted in part by the heightened profile granted by the Eagles' cover of his "Ol' 55," he increased the limited sales trajectory he'd started with his debut, sending Small Change to No. 89 on the charts and broadening his worldwide audience with yet another tour. He'd continue to record and perform steadily over the ensuing decades, further burnishing his reputation along the way — and although he'd release higher-profile and more critically acclaimed records in later years, Small Change would continue to hold a special place in his distinguished catalog.

"There's probably more songs off that record that I continue to play on the road, and that endured," Waits later reflected. "Some songs you may write and record but you may never sing them again. Others you sing every night and try to figure out what they mean. 'Tom Traubert's Blues' was certainly one of those songs I continued to sing, and, in fact, close my show with."

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