The album marks the first time Waits recorded with guitarist Keith Richards of the Rolling Stones. Waits said, "There was something in there that I thought he would understand. I picked out a couple of songs that I thought he would understand and he did. He's got a great voice and he's just a great spirit in the studio. He's very spontaneous, he moves like some kind of animal. I was trying to explain 'Big Black Mariah' and finally I started to move in a certain way and he said, 'Oh, why didn't you do that to begin with? Now I know what you're talking about.' It's like animal instinct."