A collaboration with the Two Pale Boys -- guitarist Keith Moliné (Infidel, Mesmerist) and trumpeter Andy Diagram (Diagram Brothers, James, the Honkies, the Spaceheads) -- Surf's Up is the result of projects the three started in 1982, and it combines elements of the Residents' brilliantly nonsensical instrumentals, Tom Waits's terrifying but exquisite lyrics, and John Zorn's precise, free-jazz workouts. The track "Night Driving," for example, works as a spoken-word piece -- without any overcaffeinated, coffeehouse pretensions to a William S. Burroughs or Charles Bukowski beat reading -- as Thomas murmurs, "I knew I'd end up alone/Driving through the night/Goin' somewhere lost/Afraid I'd be found." Thomas, who's currently living in England, isn't afraid to preach, but his sermons are as mundane as they are beautiful. His peculiar Aaron Neville-esque caterwaul rises over the eminently creepy melodeon that he plays with nightmarish, carnival-sideshow qualities in "Man in the Dark." This song whispers like a gust of wind in the dead of night. It's guaranteed to send shivers down your spine and spur a hideous craving for more -- just the kind of thing that Thomas would want.