Recorded at Wally Heider Studio, Hollywood, California.

On his second album, Waits moved beyond the simple folk-rock arrangements of his debut to explore jazzier realms. Though artistically Waits was still in his infancy, it was here that he began to develop the bedraggled, chain-smoking, whiskey-swilling, beat poetry-spouting street character image that he expanded on throughout the '70s. The arrangements are based around Waits' voice (beginning to develop that famous rasp) and piano, supported '50s-style West Coast jazz touches. Since Waits was still struggling through the imitation phase of his fascination with the writing of Kerouac, Bukowski, etc., some of the lyrics seem callow, but even at this early stage he could still produce gems. "The Heart of Saturday Night" (sort of a low-key sequel to "Ol' '55") and the late-night lonesome blues of "Please Call Me Baby" are worth the price of entry in and of themselves.