Tom Waits “Take It With Me”

I was on a treadmill circa 2002 when this song first punched me in the gut. When Tom Waits came to the last bridge and verse of “Take It With Me,” it took the wind out me and I had to stop running.

Children are playing

at the end of the day

Strangers are singing

on our lawn

It’s got to be more

than flesh and bone

All that you’ve loved

is all you own

In a land there’s a town

and in that town there’s

A house

and in that house

there’s a woman

and in that woman

there’s a heart I love

I’m gonna take it

with me when I go

It wasn’t the first time I had heard the song. As a longtime fan of Waits, discovering Nighthawks at the Diner and Swordfishtrombones during my freshman year at college and bought each of his new records as they came out, starting with Rain Dogs in 1985. He was, and remains, one of my favorite artists, a songwriter I rank with Dylan, Lennon and McCartney, Jagger/Richards, Leonard Cohen, and Van Morrison. So I had Mule Variations, the 1999 CD that contains “Take It With Me.” It had been loaded onto the iPod I was listening to while jogging at the gym I had joined. But that album is so perfect, filled with my favorite sorts of Waits songs, especially this sort of strong ballad, that I don’t think I had stopped and really listened to the lyrics of that one. Or maybe it was more that I had reached the point in my life where the song met me head on, colliding with me on a treadmill.

All broken down by

the side of the road

I was never more alive or


I’ve worn the faces off

all the cards

I’m gonna take it

with me when I go

As with all of his records from Swordfishtrombones, the sounds in the room where he was recording are honored, even accentuated. By this time, we had been recording in an untreated room in a barn out on the premises of the Prairie Sun Studio 100 miles north of San Francisco. The simple ballad format — verse, refrain, bridge, repeat (no “chorus” in the pop music sense) — starts with a 10-note motif that returns at the end. We hear the light knocking of the upright piano’s sustain pedal against the wood, as Waits presses and releases it. Greg Cohen fingers high up on his double bass. 

“We were usually tracking him with at least one other person, most of the time an upright bass player, sometimes a drummer,” engineer Jacquire King explained to Paul Tingen at AudioTechnology. “His vocal performance and his piano or guitar, plus the bass, are the basic take. What you hear on the album are often first takes. Tom rarely did more than two or three takes in a row. If he felt it wasn’t coming together, he’d switch to piano or guitar and try a different approach, or move to another song. We were always trying to capture a mood and atmosphere.”

Waits begins, his voice like the low notes on a bowed cello. He is recorded with very little, if anything but the natural atmosphere of the room, present and up front. He croons intimately. The first verse begins with champagne, a phone off the hook, no one knowing where they are. It’s likely an older couple celebrating, probably an anniversary. The singer is humble, maybe working class. After all, it’s “been a long time since [the narrator] drank champagne.” They’re near the ocean. He declares the theme of the song, “Ain’t no good thing ever dies.” Waits’ lyric is a reverie, a mixture of reminiscence, the past catching up with the present. With a little sip or three, the narrator has tapped into some deep romanticism that was always there, the kind of guy, an old softy who you know feels more than he expresses, deep below the stoic surface. But with a little encouragement, the right setting and situation, he pours forth with staggering eloquence. Could he be your father? Your grandfather? In this song, he is who we hope the men are in our lives. He is the man we men wish to be, rising to the occasion.

I love all aspects of Waits’ career, from the vest-wearing folkie, the boho beatnik and skid row Bukowski barfly. But I concur with the consensus that he honed his raw material and recurring themes into something more consistent and effective when he began his artistic and life partnership with his wife, Kathleen Brennan, whom he married in 1980. A former script writer/supervisor for Francis Ford Coppola (she and Waits met on the set of One From the Heart), Brennan clearly brought more than a role as a muse that turned Waits onto Captain Beefheart and Kurt Weill/Bertol Brecht. With Waits’ new phase  — launched with the trilogy of Swordfishtrombones, Rain Dogs, and Frank’s Wild Years — he made one of the most remarkable artistic leaps by an established singer-songwriter. And his writing came with a sharper focus. Even amid the Beeheart/Harry Partch clang and skronk of Swordfishtrombones, there are the sentimental ballads that have always been a part of the Waits canon, such as “Johnsburg, Illinois” (written about Brennan), and “A Soldier’s Things.” But they were more distilled and incisive than much of his past work.

In some instances, the sentimental veered too far into what some might consider mawkish in his back catalog. Consider “Martha,” from his 1973 debut, Closing Time. I have always found it to be a lovely song, but it is a bit clumsy. Waits was 24 when he wrote the song, which came two or so years after John Prine’s deft “Hello In There.” Both come from 20-something songwriters imaging the inner lives of middle-aged or elderly folks. But Prine’s song is a classic of understatement with devastating emotional impact. “Martha” is a memorable song, from a great idea, with some excellent lines. But others Waits’ seems to have bailed on, lapsing into cliche a few too many times against already old-time-y Tin Pan Alley chords and melody: “There was no tomorrows/We’d packed away our sorrows/And we saved them for a rainy day.”

“Take It With Me” the apotheosis of this sort of Waits ballad. Of course, Waits’ 20s were far in the rear view. He no longer had to imagine being older. He was then 50. The narrator’s gratitude is heard and felt as that of the singer; they seem to be one in the same. Much of Waits’ early stuff is character driven. On “Take It With Me,” while the narrator may not be 100% Tom Waits, it certainly feels as though it is, or at least they’re well acquainted with each other. His experience as a songwriter, a husband, and a father, as well as the collaboration with Brennan that began on Rain Dogs, underpins the masterful command on display in this song.

I was 33 when the album came out and probably 35 when I found myself with my feet astride to the sides of the treadmill, the rubber mat still rolling under me, holding myself up on the side rails as I tried to hold back the tears in the middle of this very public space. I had by then been a father for a couple of years, trying to figure out where my life was going after a dozen years of touring and recording. And I had been through a kind of identity crisis. Call it an early-mid-life crisis. As we have all heard countless times, having kids changes you. But even without that component, most people in their early-mid-30s start to feel the gravity of responsibility, an increasingly acute sense of mortality, and an appreciation for the important stuff. Waits elegantly captures the fleeting beauty of it all. A perfect song like this transcends the limits that the music or the words on their own might meet and somehow manages to encompass everything that we feel, everything important.

The song has been so important to me that I suggested a group of us record it for the Target Cancer Right Tracks benefit, with Tanya Donelly singing, backed by Phil Aiken, Mike Piehl, Ed Valauskas, Tom Polce, Lyle Brewer and me. And as an artist, Tom Waits has meant a great deal to me. Some people just are there to sing their songs directly to you. So it was a great honor to be present when he and Kathleen Brennan received the PEN New England Lyrics Award at the John F. Kennedy Library and Museum in Boston in the fall of 2016. The other honoree was John Prine. Elvis Costello introduced Waits and Brennan by signing this song while he accompanied himself on piano. I had already shed a tear listening to Costello back Roseanne Cash on Prine’s “Hello In There.” But tears ran freely down my cheek with Costello’s rendition of “Take It With Me.” At a reception afterwards, it was all I could do to introduce myself to Elvis and to tell him what it meant to hear one of my favorite and most respected artists cover one of my favorite songs, “that song,” by one of my other favorite artists. And I got to shake the hands of Tom and Kathleen just as they were leaving, with a very brief chat that was nevertheless deeply meaningful to this fan.

The humanity of this song: from the soul of the lyric, to the soul of the melody, so expertly recorded capturing it all in the soul of the space. At the end, when the motif we heard at the introduction returns to bookend the song, we hear the background noise, shuffling, and then as  he sustains the final ghostly notes, around minute 4:12, we hear what sound like Waits scratching the whiskers on his chin, letting the notes linger.

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