"Smellin' like a brewery, lookin' like a tramp," the nighthawk digs deep for some small change.

New York - "I'm the type of guy who'd sell you a rat's asshole for a wedding ring" Tom Waits - disheveled as usual in his grimy newsboy's cap, wrinkled white shirt, wilted black tie, battered black sports coat, baggy black stovepipe jeans, black roach-killer footwear - with the ever- present Viceroy proud between his long, double-jointed fingers - eyes the packed house at the Other End. Cautiously. Suddenly, the fingers pop in that resonant, clean snap. A deep drag on the Viceroy and he's into "Step Right Up", a word-jazz piece from his newest album, Small Change. It's a huckster's ultimate pitch, this "Step Right Up" ("It's effective. It's defective"), and a sophisticated bit of scat phrasing to boot.

How appropriate then that a wry grin should cross Waits' face, for this pitch is being delivered at a press party, and the assembled journalists, record company reps and assorted hangers-on are, in Waits' eyes, hucksters all, with whom he has a running love hate relationship. Love - call it grudging respect if you like - for the job they do in bringing him to the public's attention. Hate - and there is no better word - for the countless inane questions he's asked, for the industry's confounding marketing and merchandising techniques which, Waits claims, reduce his albums to "products" destined for a rendezvous with the "Miscellaneous" and "W, X, Y - Z" bins in record stores.

In a dim white spotlight, Waits straps on a battered blond Guild guitar. His band, the Nocturnal Emissions, plays softly, almost inaudibly in the background as he attacks the Guild with a half- strumming, half-fingerpicking style that creates a lonely milieu for a song about old buddies who long for one more shot of youthful insousiance, who cry out hopelessly for an extra step on Father Time and at last resign themselves to the inevitable.

As the song ends, Waits appears distressed. He mock-staggers, leans away from and back into the microphone, then cries out: "Bartender! The jukebox! Somebody...somebody... put a quarter in and play me something like...something like... `Cupid, draw back your bow / And let your arrow go ...'"

In his dead-end growl of a voice, Waits forces out an underlying melancholy in the Sam Cooke standard. With the audience on the ropes, Waits delivers a knockout punch, segueing neatly into "(Looking for) The Heart of Saturday Night" - one of the most haunting, exquisite songs ever written about the cruel myth of eternal youth.

Then, quickly, it's all over. Sighs and smiles mingle with thunderous applause. Heads shake and eyes stare forlornly into drinks. Cigarette smoke thickens.

Growing up is hard to do.

Tom Waits was born in the back seat of a taxicab outside a hospital in Pomona, California on December 7th, 1949. Growing up was a hit-and-run affair in the various towns where his father taught secondary school Spanish. While he muddled his way through school ("I really started to shine after school"), Waits discovered his parents' collection of 78's. Como and Crosby, Porter and Gershwin, "I Get a Kick out of You" and "It's Been a Long, Long Time". In the Sixties, California's teenagers rocked to the beat of Brian Wilson's Surfing and hot-rod music and, later, blissed out on acid rock from San Francisco and folk-rock from Los Angeles. None of this interested Waits, "I wasn't thrilled by Blue Cheer, so I found an alternative, even if it was Bing Crosby".

"I kept a pretty narrow scope on things," Waits says of those days, as he stretches out on the bed in his dishevelled room at the Chelsea Hotel - ill-lit, vomit-green, with copies of "Penthouse", "Screw", and "PleaZure" strewn among cigarette butts. "In my formative years, my ambitions didn't go much beyond just working in a restaurant, maybe buying into a place. Music was just such a vicarious thing, I was a patron. No more, no less."

The freedom and intrigue of the nighttime world beckoned to the young Waits, and he found himself taken by a lifestyle that was abundant in fascinating turns and provocative encounters. At one point, he landed a job as the doorman at a small, now-defunct L.A. club called the Heritage.

"I listened to all kinds of music there," Waits recalls, "All kinds of stuff from rock to jazz to folk to anything else that happened to walk in. One night I saw a local guy onstage playing his own material. I don't know why, but at that moment I knew that I wanted to live or die on the strength of my own music. I finally played a gig there. Then I started writing down people's conversations as they sat around the bar. When I put them together I found some music hiding in there."

Later, he discovered and digested the works of Jack Kerouac, Gregory Corso, Allen Ginsberg and other chroniclers of the Beat Generation with whom he's often identified. And while he doesn't discount their influence, he mentions Irving Berlin, Johnny Mercer, and Stephen Foster as being equally, if not more, important in shaping his world. By the time he auditioned at the Troubadour in 1969, his reading matter was "limited to menus and magazines".

In the audience at the Troubadour that night was Herb Cohen, who managed the Mothers of Invention, Captain Beefheart and Linda Ronstadt. Cohen was impressed enough to offer the young songwriter - who was living out of his car at the time - a contract. It was an unexpected blow of good fortune, and it forced Waits to reconsider his priorities.

"You bust your chops to get hold of something," he says, "get chumped again and again to where you become bitter and coldblooded, and suddenly someone's saying, 'Okay, here.' And you can't offer any kind of rebuttal. You just have to take it, along with the responsibility. That was frightening."

For over a year, Waits remained "in escrow," subsidized by Cohen, honing his writing and performing skills. He finally signed with Asylum in 1972. Former Lovin' Spoonful member Jerry Yester came along as producer/arranger and Waits cut his first album, "Closing Time", a relentlessly low-keyed record of gentle pleas for love, solitude and inner peace. One song, "Ol' '55," was later recorded by the Eagles and became a classic ode to freeway flying. Despite notices, "Closing Time" rose and fell quickly on the charts.

By now Waits was on the road with a trio, playing the club circuit. Today, he looks back disgustedly on this period. "It was the old case of the one-size-fits-all industry-push on a new songwriter - throw you out there and see what you can do," he says, "Ididn't know what the hell I was doing."

The final horror came as opening act for the Mothers, whose audiences treated Waits with monumental disdain. Kids crowded around the apron of the stage, spitting and cursing at him, flipping him the bird. "I'd stand there and say 'Well, thank you. Glad you enjoyed that one. I've got a lot of new material I'm going to play for you tonight.' It went right downhill and I never got my fingers underneath to pull it up. It's amusing in retrospect, but there were some nights when, Jesus Christ, does this type of work look interesting to you!?"

Then it was back to L.A. for a second album, "The Heart of Saturday Night", another critical success, and more of a commercial success than the first one, but still no great shakes on the charts. Waits had begun to play with his language and to inject some swing into his arrangements; images were striking and original; he had matured as a singer. The yearning was still there but it was partially mitigated by the carefree exuberance of "Depot, Depot" and the compelling "Diamonds On My Windshield" - inspired by the Ken Nordine - style word-jazz Waits had begun working into his sets. And Bones Howe, who replaced Yester, had perked up the production.

With two albums behind him, Waits, by 1975, had a solid and growing audience, but was still an opening act. Unable to support himself and a trio on $150 a week, he began working alone. In July of that year he and Howe assembled a quartet, brought an audience into the Record Plant in L.A. and recorded a live performance which became the double album "Nighthawks at the Diner", his first critical failure - too much talk, too few songs.

But that was a minor problem compared to the nightmares that lay ahead. First came a disastrous week at the chic Reno Sweeney in Manhattan, followed by an appearance in Passaic, New Jersey, as the opening act for Poco, where he was again confronted by a hostile audience.

"I was sick through that whole period," he mutters, "And I'd get onstage at Reno's and be thrown off by the fancy surroundings. 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."

And Waits, on top of all his other problems, was having trouble writing songs. No privacy, he says. Someone always pulling on his coat. No time to sit down at a piano without being disturbed.

The final injustice came last spring in New Orleans when Roger McGuinn, Joan Baez, Kinky Friedman and some other members of the "Rolling Blunder Revue" as Waits termed Dylan's entourage, took over the stage at Ballinjax Club just before Waits was scheduled to begin his set. "They got up there for an hour just before I was supposed to begin my set," says Waits, "Nobody even asked me; before I knew it, fuckin' Roger McGuinn was up there playing guitar and singing and Joan Boaz and Kinky were singing. By the time I got onstage the audience was stoked. They were all lookin' around the room and shit. I don't need this crap - it was my show. I was drinkin' too much on top of everything else."

When he left for Europe in May, Waits had a colour photo but no material for his next album. Gigs in Amsterdam, Copenhagen and Brussels proved inconsequential. But two weeks in London were pivotal. Finally, he found time to be alone. He locked himself away and composed 20 songs, 11 of which are on "Small Change", the album that details, in metaphor, his hellish year. Whiskey and cigarettes having taken their toll, his voice is nothing more than a low growl, like Satchmo without the joy, that becomes strangely rich and expressive over the course of several listenings. The songs are structured as finely as those on "Saturday Night", but the optimism has vanished along with the notion that the night and the open road hold glittering promise.

"I'm learning about stuff, too," Waits says of the album, "Through the songs I'm writing now I'm changing my attitude towards things. I'm becoming a little more shrewd, a little more ..."

Cynical?

"Yeah. I don't take things at face value like I used to. So I dispelled some things in these songs that I had substantiated before. I'm trying to show something to myself, plus get some things off my chest. 'Step Right Up' - all that jargon we hear in the music business is just like what you hear in the restaurant or casket business. So instead of spouting my views in "Scientific American" on the vulnerability of the American public to our product-oriented society, I wrote 'Step Right Up'."

"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. 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 shit out. On top of everything else, talking about boozing substantiates the rumours 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 much as I drected it to myself."

Asked what's important to him, Waits sits up on the edge of the bed, taps his feet nervously and takes a draw on his umpteenth Viceroy, "I'm not money oriented except to the point that I have bills to pay and I have to support a trio. I want to be respected by my peers and I want my old man to think that what I'm doing is good. For me, it's more of an internal thing. I'm just trying to do something that I think is viable, that I can be proud of, trying to create something that wasn't there before." A slug of White Horse, "My wants and needs are small and limited," says Waits, who currently lives in Hollywood's sleazy Tropicana Motor Hotel, "I'm not going into real estate or buying oil wells or becoming a slumlord."

A year ago Waits had remarked that he was more concerned about where he would be in ten years than he was about where he would be in one year. Has the satisfaction of "Small Change", the prospect of his first headlining tour and an emotional turnaround made him more present-minded?