1. Alice (4:28)
2. Everything You Can Think (3:10)
3. Flower's Grave (3:28)
4. No One Knows I'm Gone (1:42)
5. Kommienezuspadt (3:10)
6. Poor Edward (3:42)
7. Table Top Joe (4:14)
8. Lost in the Harbour (3:45)
9. We're All Mad Here (2:31)
10. Watch Her Disappear (2:33)
11. Reeperbahn (4:02)
12. I'm Still Here (1:49)
13. Fish & Bird (3:59)
14. Barcarolle (3:59)
15. Fawn (1:43)

All songs written by Tom Waits & Kathleen Brennan.

The ideas of lust, obsession, innocence and regret are explored throughout in Alice, a lush and surreal fever dream of an album that manages to tie in nicely with that other, similarly minded theatrical outing Blood Money, as well as elements of the earlier opus Frank's Wild Years, by once again attempting the conceptual thing. Here, amidst the lo-fi production techniques and a minimal wash of jazz-tinged instrumentation, Waits and his wife and co-writer Kathleen Brennan ruminate on the story of Alice's Adventures in Wonderland, and its roots within the obsessive, and possibly even dangerous relationship between the author Lewis Carroll, and his young muse Alice Liddell.

Like Blood Money, Alice opts for a non-linear song-cycle; suggesting stories through snatches of surreal and often beautiful lyrical imagery and through the delicate use of arrangements - which here suggest nods to ambient jazz, cabaret and torch-song minimalism - whilst simultaneously tying into the thematic ideas behind the album as a whole. The music is much more languid and melancholic than the abrasive clatter of Blood Money, taking Waits back to the lullaby territory of classic songs like I Hope That I Don't Fall in Love with You, Martha and that perennial favourite Johnsburg, Illinois. As ever with Waits, the arrangements are sublime throughout, drawing primarily on piano, organ, bass and light percussion, with the whole thing further complemented by those beautifully wilting horn arrangements and a light fluttering of strings; both of which juxtaposes perfectly with the rich and throaty vocal delivery of Waits himself. From the opening burst of melancholy of the title track, right the way through to the closing instrumental Fawn, Waits captures a continual mood of despair, loneliness and absolute heartbreak, as he talks of gravesides, drunks, loners and freaks; all backed by that rich and evocative instrumentation, and the air of archaic period squalor, carnival melancholy and junkyard melodrama, all of which are further referenced in the retrogressive, 20's style recording techniques, and those sepia-tinted portraits of Waits as a dust-bole vagabond.

The mood of the record throughout is tainted with a sense of midnight melancholy, drifting as if sleeping through the opening title track; which has an achingly minimal arrangement that brings to mind the lulled flutter of late-night yearning so central to an album like Closing Time, but with a voice that seems further ravaged by too much booze, too many cigs and the continual grind of old age. Here, Waits sings in that trademark growl of "dreamy weather, along an icy pond", before crying out "how does the ocean rock the boat, how did the razor find my throat?", with the bleaker themes behind the song (and the album) slowly becoming clear (finally revealing themselves as Waits sings the closing refrain; "but I must be insane / to go skating on your name / and by tracing it twice / I fell through the ice... / of Alice", in which the notion of illicit love and deadly obsession slowly begins to emerge). The mood and ideas are continued through the next track, Everything You Can Think - with those gruff, junk-yard-dog vocals getting lost in a swirl of sweet and exotic music that wraps itself around the narrator like a soft, warm blanket of toy pianos and strings - as the sound of a distant train takes us from Alice, through to the yearning splendour of Everything You Can Think, and beyond, to the Flower's Grave.

Here we have one of Waits' most beautiful ballads (though there are a several other contenders on this album alone), referencing the elusive dreamland - itself a nod to his own song Coney Island Baby from the related Blood Money LP - and again, tying it's suffering lyrics to a gentle piano melody and minimal orchestration. Here, Waits creates a song beautiful enough to drown in; his cracked vocals wavering as he intones the heart-wrenching refrain "for a faded rose... / will I be the one that you save? / and I love when it showers / but no one puts flowers / ...on a flower's grave", before leading us smoothly into the similarly wilting interlude, No One Knows I'm Gone. The album breaks away from the ballad format briefly with the terrific Weimar stomp of Komienezuspadt, a song that takes uncle Tom's seeming obsession with German cabaret to a level that not even the barking Blood Money would dare ascend, as the band offer a 20's style jazz-horn refrain over a "clomping" piece of percussion, whilst Waits shouts German nonsense in his most shrill and shrieking voice. Along with Table Top Joe, a more traditional jazz/blues number with imagery closer to that of his classic 70's period, and the stomping carnival waltz the Reeperhbahn, Komienezuspadt represents the album's barmier, or perhaps even more "up-tempo" side (if you can call it that?), with these three songs acting as a sort of schizophrenic interlude between the more lulled and affecting ballads that make up the majority of the album's sound.

One of the most gorgeous and heartbreaking songs here is probably Poor Edward, which relies heavily on a wailing Stroh violin, and has Waits introducing the song as if it were a story, "...did you hear the news about Edward? / on the back of his head / he had another face / was it a woman's face / or a young girl's?", before continuing this warped fairytale of a young man pushed towards suicide (or worse?) by this horrendous, physical inconvenience. The minimal arrangement of the song works great, drawing out the sense of confessional melodrama and really complimenting old Tom's hushed growl of a vocal. Plus, the whole idea of a two-faced outcast ties in nicely with Jeff Mangum's similarly haunting Two Headed Boy character from the Neutral Milk Hotel album 'In The Aeroplane Over the Sea', with Waits here painting an equally tortured soul led to death by his own shattered psyche, with the second face possibly hinting at schizophrenia, or maybe even the notion of an unspoken truth (am I reading too much into this?). Other songs, such as Lost in the Harbour, Watch Her Disappear (one of Waits' most sinister spoken-word moments, alongside What's He Building? and The Ocean Doesn't Want Me) and I'm Still Here all continue the themes of obsessive (self-destructive?) love, despair and melancholy; all notions that are finally made explicit with the heartbreaking song, Fish & Bird.

Here, Waits and Brennan riff on the notion of forbidden desire and the pain of unrequited love, telling a multi-layered story within a story that deals specifically with the 'Romeo and Juliet' style relationship between a seagull and a whale. The lyrics are beautiful, complimented by the use of piano and a string arrangement that underpins the feeling of bittersweet (sea) sickness; creating a song as beautiful as earlier ballads like A Little Rain and Whistle Down the Wind from the fantastic Bone Machine album, as the gruff and ragged vocals of Waits strain further beyond their natural register to moan the lyrics, which really, are the key to unlocking this album's central, thematic enigma...

They bought a round for the sailor
and they heard his tale
of a world that was so far away
and a song that we'd never heard
a song of a little bird
that fell in love, with a whale

He said, 'you cannot live in the ocean'
and she said to him
'you never can live in the sky'
but the ocean is filled with tears
and the sea turns into a mirror
there's a whale in the moon when it's clear
and a bird, on the tide

Oh please, don't cry
let me dry your eyes

So tell me that you will wait for me
hold me in your arms
and promise we never will part
I'll never sail back to the time
but I'll always pretend that you're mine
though I know that we both must part
you can live in my heart

...here, the strained (possible imagined) relationship between the middle-aged Lewis Carroll and the young Alice Liddell becomes absolutely clear. Two people from different worlds - one madly in love with the other - one old enough and wise enough to know better, even though the decision is tearing him apart - forced to go their separate ways, though safe in the knowledge that their feelings for one another will live on in the ashes of time. Obviously, the song, like all of the songs on Alice, can be enjoyed as part of the concept, or as an album in the traditional sense. Waits, as a songwriter and performer, is able to connect the songs and the subject matter to feelings and emotions that are universal; meaning that even songs as lyrically surreal and abstract as Fish & Bird, Flowers Grave and Poor Edward can still resonate with the listener on a completely personal level.

The haunting Barcarolle (where Waits sings "and I belong only to you / the water is filling my shoes / in the wine of my heart there's a stone / in a well made of bone / that you bring to the pond / and I'm here in your pocket / curled up in a dollar / and the chain from your watch around my neck / and I'll stay right here / until it's time") links the end of the album back to the beginning, with references to being "in the blond summer grass..." and the branches spell "Alice", before bringing us to the perfect close with the short instrumental, Fawn. Along with Closing Time, Swordfishtrombones, Blood Money and Bone Machine, Alice is another contender for the title of the greatest Tom Waits album; a work of unbridled, cohesive, intoxicating genius that wraps it's heartfelt and fascinating words in a shroud of subtle arrangements, and an unparalleled use of atmosphere, character and imagination.

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