“With its jarring rhythms and unusual instrumentation – marimba, accordion, various percussion – as well as its frequently surreal lyrics, Rain Dogs is very much a follow-up to Swordfishtrombones, which is to say that it sounds for the most part like The Threepenny Opera being sung by Howlin’ Wolf. The chief musical difference is the introduction of guitarist Marc Ribot, who adds his noisy leads to the general cacophony. But Rain Dogs is sprawling where its predecessor had been focused: Tom Waits’ lyrics here sometimes are imaginative to the point of obscurity, seemingly chosen to fit the rhythms rather than for sense. In the course of 19 tracks and 54 minutes, Waits sometimes goes back to the more conventional music of his earlier records, which seems like a retreat, though such tracks as the catchy Hang Down Your Head, Time, and especially Downtown Train (frequently covered and finally turned into a Top Ten hit by Rod Stewart five years later) provide some relief as well as variety. Rain Dogs can’t surprise as Swordfishtrombones had, and in his attempt to continue in the direction suggested by that album, Waits occasionally borders on the chaotic (which may only be to say that, like most of his records, this one is uneven). But much of the music matches the earlier album, and there is so much of it that that is enough to qualify Rain Dogs as one of Waits’ better albums” (Ruhlmann).