Waits wrote the majority of the album in a two-month stint in the fall of 1984 in a basement room at the corner of Washington and Horatio Streets in Manhattan. According to Waits, it was, "kind of a rough area, Lower Manhattan between Canal and 14th Street, just about a block from the river ... It was a good place for me to work. Very quiet, except for the water coming through the pipes every now and then. Sort of like being in a vault."