Originally published in Uncut Take 310 (March 2023 issue)…
In February 25, 1998, Bob Dylan sauntered out on stage at Radio City Music Hall in Manhattan to pick up the third Grammy Award of the night for his LP Time Out Of Mind. The record had already won Best Contemporary Folk Album and Best Male Rock Vocal Performance, for the clamorous track “Cold Irons Bound”. But this was the main event: crowned Album Of The Year, seeing off nominees including Radiohead’s OK Computer and Paul McCartney’s Beatles-referencing Flaming Pie.
The Grammys hat trick capped an extraordinary moment in Dylan’s career, one that started when he began work on the record in late summer 1996. It could have ended as he was finalising its mixing and sequencing early summer 1997, when newspapers around the world flashed headlines that he was seriously ill in hospital, possibly facing a fight for his life.
That health scare was one of the reasons Time Out Of Mind was characterised by sections of the media on release as that damnable thing, “a comeback”, but not the only one. It was the first album of original material Dylan had issued in seven years. Many, including Dylan himself, had wondered if he’d ever write a song again.
Now here he was, looking like a dapper ghost as he collected an award for writing the year’s finest album, a haunted tour de force wrapped in all the colours of the blues to rank alongside any record from his past. In his acceptance speech, Dylan spoke of the album in characteristically colourful style, crediting Buddy Holly’s phantom for joining them in the studio while they worked, and invoking Robert Johnson: “The stuff we got’ll blow your brains out.” In retrospect, though, the most curious thing he said about making Time Out Of Mind was perhaps the most telling: “Everybody worked really hard on this and we didn’t know what we had when we did it. But we did it anyway.”
Twenty-five years since its release, tales of the confusion and conflict that fed the creation of Time Out Of Mind almost as much as Dylan’s vision of the music he was searching for have grown legion. Many of those stories first came to light in these pages, in 2008, when Uncut interviewed several key participants for the release of The Bootleg Series Vol 8: Tell Tale Signs (Rare And Unreleased 1989–2006), which included 10 eye-opening outtakes from the sessions and proved one of the most revelatory editions of Dylan’s ongoing archive project.
“Sometimes, when it was all going on, it would be chaotic for an hour or more,” the late Jim Dickinson, who Dylan enlisted on piano for the record, told me back then. “But then there would be this period of clarity: just five or eight minutes of absolute clarity, where everybody in the room knew we were getting it. It was unlike any session I’ve ever been on.”
“It was unlike any session I’ve ever been on”
Jim Dickinson
Now, with its 17th volume, Fragments: Time Out Of Mind Sessions (1996–1997), the Bootleg Series goes all in on the album, raiding vaults to assemble a comprehensive overview of the recording process. The deluxe edition offers 35 alternative versions of tracks – including, for completion’s sake, the 10 outtakes previously featured on Tell Tale Signs – allowing full appreciation of the sometimes radical changes these songs went through from one take to another as Dylan hunted down, wrestled with and honed their essence, the differently shaded layers of skin shed along the way as the search progressed.
In places, the chaos and clutter Dickinson described can be heard; in others the thrill as unexpected possibilities open up. In total, comparing the alternate approaches uncovered here with the versions long familiar from the released Time Out Of Mind (an upbeat “Not Dark Yet”? You got it!), Fragments becomes a thoroughgoing demonstration of how, for Dylan, a song is never a fixed, frozen object, but a living thing.
The point is further illustrated on Fragments via a live compilation that traces how these songs continued to further evolve beyond the studio between 1998 and 2001, as Dylan gave them new life on the road. But it’s the set’s opening disc that is its most controversial element, showcasing an entirely new remix of Time Out Of Mind – one that takes this landmark, much beloved album and carefully, subtly, yet somewhat pointedly, alters its character.
MOST accounts of the making of Time Out Of Mind highlight the creative clash that grew between Dylan and Daniel Lanois, the producer he turned to despite – or because of – the fractious relationship that had developed between them a decade previously while collaborating on Dylan’s magical 1989 album, Oh Mercy. Eyewitnesses to the main Time Out Of Mind sessions recall Lanois smashing guitars and breaking studio doors in frustration. But Fragments takes us back to when they started out on the same page.
For Lanois, it began in summer 1996, when Dylan met him in a New York hotel room to show him a new batch of lyrics he’d been working on, with a view to making a record.
Dylan hadn’t released a new song since 1990’s unfairly maligned Under The Red Sky, declaring himself disillusioned “with the whole process” of modern recording. During the interim, he’d fallen back on the music that had brought him into recording 30 years earlier in the first place – ragged blues, traditional ballads – exploring the terrain like he was searching for something he’d lost across two remarkable gone-acoustic solo albums recorded in his garage studio, 1992’s Good As I Been To You and its rougher-tougher 1993 sibling World Gone Wrong.
The reimmersion in old songs and styles seemed to trigger regeneration in his writing. The lyrics Dylan showed Lanois, littered with fragments of old songs, had started as scraps jotted on the road, which he found himself completing across the winter of 1995–96 when he was snowed in on his Minnesota farm with nothing else to do but consider the bleakness of the landscape.
The songs formed a cohesive cycle. Following the health alarm Dylan suffered after completing the album, but before its release – an infection caused by inhaling airborne fungus spores, which caused a potentially deadly inflammation around the heart – many commentators seized on Time Out Of Mind‘s darkening lyrics as the 56-year-old writer’s contemplation of his own mortality. But while there are clocks ticking and darkness falling everywhere, all this lies in the shadow of the album’s true subject: love lost, love gone wrong.
As with Blood On The Tracks, all the songs are this same song, of love that’s over. But where the singer on the earlier album is overwhelmed by how much he feels, Time Out Of Mind‘s seasoned narrator is simply stunned, numbed, almost frozen, obsessed as a character from Poe by the phantom of a “girl who won’t be back no more”. The whole distant world grows coloured by the absence. Locked in his own head with nothing but her memory, he continually insists he’s walking, moving, wandering precincts of desire, but eventually admits, “I’m standing still”, going nowhere but in circles around “the lonely graveyard of my mind”.
Lanois was astonished. “Decades of life experience and testimony lay on the pages before me,” he later said. “The myth that rock’n’roll belonged only to youth was about to be shattered.”
“THE MYTH THAT ROCK BELONGED TO YOUTH WAS TO BE SHATTERED”
Daniel Lanois
While discussing the lyrics, Dylan also gave Lanois a list of old records as references for the sound he heard, including Little Walter, Slim Harpo, Arthur Alexander and Charley Patton. At the same time, according to the album’s engineer, Mark Howard, then Lanois’s producing partner, Dylan, a hip-hop fan, expressed interest in the kind of sampledelic loops featured on recent Beck records. These directions were key to the first Time Out Of Mind sessions, whose tracks are one of Fragments‘ most fascinating aspects. Three of these recordings previously featured on Tell Tale Signs; the new set unveils another four, building a tantalising seven-track glimpse of the shadow twin album that lies beneath the skin of album we know.
To kickstart these recordings, Lanois hooked up with producer-percussionist Tony Mangurian to capture a series of textured grooves created by playing along over the old records Dylan had recommended, then removing the sources. They took the organic loops that resulted into Teatro, the studio Howard and Lanois had established in a derelict Spanish-language film theatre in the shabby downtown of Oxnard, California, as bedrock for the new songs. As summer ended, Dylan and his longterm bass player, Tony Garnier, joined them and started working on demos.
This lost “Teatro Mind” album that Fragments suggests is a far more intimate affair than Time Out Of Mind became: four players locked into an earthier music, one with a different heartbeat. “The Water Is Wide”, the earliest track captured, a beautifully tender, tentative reading of the traditional Scottish ballad, was destined never to become part of the finished album and was perhaps never intended to. Yet, in the depth of emotion Dylan brings to his hushed vocal, it feels key: a fragile mood-setter for the collection he was seeking; certainly, the crushing theme of love fading and time passing is devastatingly on target.
The other biggest revelation among the Teatro tracks Fragments unearths is the earliest incarnation of “Dreamin’ Of You”. A subsequent version, with a mean, spiralling groove, appeared on Tell Tale Signs. But this exceptional minor-key reading is practically a different song. The loop-based foundation is clear and Dylan floats on it, a wounded, yearning, beguilingly dreamy performance, echoing with regret. Many lyrics later became “Standing In The Doorway”, but the discarded lines here cut deep: “I squandered the years of my youth/It’s a scary thing, the truth…”
Other Teatro cuts highlight the sessions’ low-key approach and their focus on groove. The first “Red River Shore” is far more intimate than subsequent recordings included on Tell Tale Signs. It finds this great ballad largely in place, but where later versions had the feel of a grand campfire gathering under the stars, the Teatro take, riding on spare Latin percussion, feels like a meeting in a hobo jungle beneath a bridge. Elsewhere, an early run at “Til I Fell In Love With You” gives the song a deep gospel-mambo shake.
The most significant of these Teatro recordings, however, is Dylan’s first attempt at “Can’t Wait”, originally issued on Tell Tale Signs. Leaning into a vocal high, husky, sensual and frayed, it’s the most purely soulful he had sounded in a studio in years and signalled a change of plans.
As Mark Howard explained to Uncut in 2008: “Bob starts playing ‘Can’t Wait’ on piano. And this is a gospel version. Tony Mangurian just went over to the drumkit and started this real sexy groove. Bob is hammering out gospel piano and really singing. The hair on my arms went up. We were thinking: ‘Wow – if this is going to be anything like this, this record is going to be unbelievable.’ And that’s how it started to drift away from the idea of the computer-based thing.”
Subsequently, Dylan switched direction. He decided he wanted to record with a larger cast of musicians, and – suddenly feeling Teatro was too close to his Malibu home and family distractions – do it somewhere else. Almost 3,000 miles away, in fact, on the opposite coast.
Work resumed in Miami’s Criteria studio in January 1997, where all the takes on the finished Time Out Of Mind were made and the creative friction between Dylan and Lanois really began to flare, a process Fragments helps illuminate.
The Teatro core was now augmented by a cohort of valued Nashville players Dylan had called in, alongside old associates like Jim Keltner (one of three drummers on the session) and organ player Augie Meyers, whom Dylan had known since his 1960s days with the Sir Douglas Quintet. Dylan had never worked with Jim Dickinson, who had collaborated with everyone from the Stones to Big Star to The Cramps, but felt he was key, telling Lanois, ‘If we can get Dickinson, we might not even need anyone else.’
“There was an awful lot of music going on,” Dickinson told me in 2008. “Six guitar players, two pedal steel players, three drummers, organ, accordion, piano. People just sitting there ready to play. And barely able to get a note in. Bob had – for want of a better word – an orchestral concept: this thing of too many instruments in the room. There was chordal tension.”
Some of the new Criteria outtakes Fragments gathers hint at the disorder Dickinson described. Tracks like “Til I Fell In Love With You” (Version 2), and “Dirt Road Blues” (Version 1) are wonderful to hear – the former slinkier than the album version, the latter a stop-time riot on the road to New Orleans, but both feel too hurried and crammed compared with the issued takes.
Other recordings, meanwhile, see Dylan taking songs in unexpected directions, brilliant in their own right, yet which would have disrupted the lowering mood of Time Out Of Mind as we know it. The first “Not Dark Yet” is a case in point, recasting the song as an insouciant soul shuffle far from the album version’s anthemic despondency, prompting Augie Meyers to sneak in a defiant organ line borrowed from an unexpectedly familiar source. (“Bob gave me a little look while we were recording,” Meyers told me in 2008. “When we got through, he said, ‘I’ve heard that sound, on ‘Like A Rolling Stone’.’ I said, ‘Yeah. That’s where I came from.’ He said, ‘Yeah, well, we gotta do something different.”)
Howard recalled Lanois’ frustration growing as the ranks of players swelled. “Dylan brought in all these Nashville people and I think that made Dan a little mental, all these Nashville drummers strumming, it was a bit too much. There were a lot of ingredients and instruments in there that you don’t actually hear on the record, because things were filtered down to take a cleaner path.”
The conflict has sometimes been characterised as a tussle between Dylan’s instinctual preference for capturing an unvarnished, immediate live sound, and Lanois’ interests in using the studio – working with sonics, dub theory, and treatments, all factors that fed into the finished album’s mysterious swamp-nights, shadowy-world atmosphere.
But, if true in outline, the picture is more nuanced up close. Dylan (who took co-producing credit under his ‘Jack Frost’ moniker) was heavily involved in the album’s final mixing. Indeed, one of the record’s defining ‘effects’ – the distortion applied to his vocals – was Dylan’s idea going in, inspired by the overdriven sound of 1950s Chicago blues recordings he loved.
Meanwhile, Lanois was just as passionate about performance as production technology. The biggest argument between the two involved Lanois’ repeated attempts across many takes to get Dylan to return to the raw, immediate, soulful feel of the original Teatro cuts, especially “Can’t Wait”, and Dylan’s refusal to look back.
“That first [Teatro] version of ‘Can’t Wait’ was so haunting,” Howard said. “Dan wanted to get back to that. We recorded three or four others and those were us trying to get back to that original. But Dylan wouldn’t go back to the piano, because he had Dickinson there now and Bob wanted his vibe. Dan would be saying, ‘You know, those are good takes, but I just gotta get back to that version.’ Dylan wasn’t interested. He thought it was done, over.”
Adding to the tension and confusion as takes proliferated was the fact that different people were hearing different things while they worked – a point that may have prompted the new Fragments remix of Time Out Of Mind.
On some songs, Lanois was still feeding the Teatro loops into musician’s headphones while they played, as a spiritual click track; notably ‘Highlands’ built upon a floating riff lifted from a Charley Patton record, likely 1930’s “Green River Blues”. Meanwhile, as they were busy filtering some instruments out of the mix altogether, Howard was also adding other effects live in the control room while recording, which were mixed to the playbacks subsequently listened to in the studio.
“There were three different sounds going on,” explained Dickinson, a producer in his own right. “The sound of what was in the room; what we heard in our earphones as we played; and then what we heard at playback. And those were three very different things. One thing really struck me during those sessions: Dylan was standing singing four feet from the microphone, with no earphones on. He was listening to the sound in the room. Which is the sound that did not go on the record.”
The new Fragments mix, by engineer Michael Brauer, in places strips away the overdubs and processing effects applied, and in others strikingly resurrects players who were buried so deep in the original as to be inaudible. It would be tempting to label this as an effort to ‘de-Lanois’ the album. But that isn’t quite what’s going on. Perhaps more accurate is to say it’s an attempt to bring us back to what Dylan heard out in the room in the moment of creation – the sound that did not go on the record.
The result is a Time Out Of Mind with a different presence: it feels closer, breathes differently. The new mix of ‘Dirt Road Blues’ is among the most striking examples. As previously buried instruments burst to life around Dylan, notably stand-up bass and guitar, the song sounds more than ever as if it was recorded at Sun Records circa 1956.
Elsewhere, digging into the monstrous groove of “Cold Irons Bound” uncovers unbelievably twisted things going among the electric guitars: it gets like The Sisters Of Mercy are throwing a psychedelic Twister party in the background. The city-night pathos of “Standing In The Doorway” is rendered in deep focus as Dylan’s vocal steps free of the excess reverb and the delicate lap-steel drifts closer. “Highlands” removes the hovering haze that so perfectly suited Dylan’s distant, cracked narrative on the original album, to reveal detailing from acoustic bass, electric piano, pedal steel.
As individual sounds take their moments in the new light the mix casts over things, it’s like seeing supporting characters you never noticed in a favourite film, catching a new expression on the lead actor’s face. Fans will debate the results, but whether the new mix is ‘better’ feels moot. It’s the same album, but different. It’s the same misted landscape, only the mist has shifted shape, allowing another view of what Jim Dickinson called ‘the period of clarity… where everybody in the room knew we were getting it’.
If, as he said in his Grammys speech, Dylan didn’t know what he had when he did it, this new mix is maybe what he always thought he had done there. If you’ve lived with the original record for a quarter of a century, Fragments is a fully fascinating experience. You’re never going to forget the album that Time Out of Mind is. But here come glimpses of the other albums it might have been.