"Rain Dogs" was the first time that Waits worked with guitarist Marc Ribot, who was impressed by Waits' unusual studio presence. Ribot said, ""Rain Dogs" was my first major label type recording, and I thought everybody made records the way Tom makes records. ... I've learned since that it's a very original and individual way of producing. As producer apart from himself as writer and singer and guitar player he brings in his ideas, but he's very open to sounds that suddenly and accidentally occur in the studio. I remember one verbal instruction being, 'Play it like a midget's bar mitzvah.'" Ribot also recalls how the band would not rehearse the songs before going to record; rather, Waits would play them the songs on an acoustic guitar in the studio. "He had this ratty old hollow body, and he would spell out the grooves. It wasn't a mechanical kind of recording at all. He has a very individual guitar style he sort of slaps the strings with his thumb ... He let me do what I heard, there was a lot of freedom. If it wasn't going in a direction he liked, he'd make suggestions. But there's damn few ideas I've had which haven't happened on the first or second take."