1989 · Behind the Songs
Tom Waits wrote it for Rain Dogs in 1985. Four years later, Rod Stewart — with Trevor Horn producing — turned it into one of the biggest hits of his career.
Tom Waits doesn’t write hits. He writes short stories set to music — dense, strange, beautiful things that live in their own world. “Downtown Train,” from his 1985 album Rain Dogs, is one of his most accessible songs, and that’s part of why it’s so beloved. It’s a simple premise: a man watches the woman he loves from afar every night as her train passes. He never speaks to her. He just watches, and hopes, and aches.
Waits recorded it at RCA Studios in New York, producing himself, with a band that reads like a downtown all-star team: Michael Blair on percussion, Robert Quine and G.E. Smith on guitars, Mickey Curry on drums, Tony Levin on bass, and Robby Kilgore on keyboards. The arrangement is spare and nocturnal — Waits’s gravelly voice over a slow, loping groove. He even made a black-and-white promotional video, directed by Jean-Baptiste Mondino, with a cameo from boxer Jake LaMotta. It was pure Waits: artful, odd, unforgettable.
But “Downtown Train” was too good a song to stay in Waits’s world. In 1987, Patty Smyth released a version that reached number 95 on the Hot 100 — a minor hit, but a sign of the song’s pop potential. Bob Seger recorded it in 1989, before Stewart’s version came out, though his take wasn’t released until 2011. Everything but the Girl cut it in 1989 too. The song was in the air.
Then Rod Stewart got hold of it. His version, released as a single in November 1989 on Warner Bros., was produced by Trevor Horn — the studio wizard behind Yes, Frankie Goes to Hollywood, and Seal. Horn gave the song a widescreen, cinematic sheen: bigger drums, broader dynamics, and Stewart’s voice front and center, rawer and more vulnerable than it had sounded in years. At four minutes and forty seconds, it’s a slow build that pays off.
The result was massive. “Downtown Train” reached number 3 on the Billboard Hot 100, number 1 on the Album Rock and Adult Contemporary charts, and number 1 in Canada. In Britain, it was a Top 10 hit in 1990. It earned Stewart a Grammy nomination for Best Male Pop Vocal Performance. For a non-album single — it wasn’t on a studio record at first, though it later appeared on some editions of 1991’s Vagabond Heart — it was an astonishing success.
What makes Stewart’s version work is that he doesn’t try to be Waits. Where Waits sounds like a denizen of the night, all shadows and whispers, Stewart sounds like a man laying his heart bare. His rasp, which can sound like armor on his rockers, here sounds like vulnerability. He sings the lyric straight, without irony, and the effect is devastating. It’s one of the great vocal performances of his career.
The song’s legacy has only grown. Everything but the Girl’s version found a second life when it was used in the series finale of How I Met Your Mother. Waits’s original remains a fan favorite, the definitive late-night meditation. And Stewart’s version — the hit — is the one most people know, the one that proved a Tom Waits song could top the charts without losing its soul.
What to listen for: Horn’s production, which builds from intimacy to grandeur without ever overwhelming the vocal. Stewart’s phrasing on the verses, where he holds back just enough. The chorus, where he finally lets go — one of the great sing-along moments of the late 1980s. And the ending, which fades like a train disappearing into the night.
“Downtown Train” is a reminder that great songs find their singers. Waits wrote it, but Stewart — with Horn’s help — made it fly. And somewhere, every night, a train passes, and someone is watching.