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How Bob Dylan’s ‘Time Out Of Mind’ Got Stripped Down, Reimagined on New Bootleg Series

When Bob Dylan’s Time Out of Mind hit shelves on Sept. 30, 1997, it was hailed by fans and critics as his best work in decades. The Daniel Lanois-produced LP won a Grammy for Album of the Year, kickstarted an incredible period of renewed vitality for Dylan, and forever silenced any doubters who felt he’d never recapture the magic of his early years. Just about the only person unhappy with the album was Bob Dylan himself.

“I felt extremely frustrated, because I couldn’t get any of the up-tempo songs that I wanted,” he told Rolling Stone’s Mikal Gilmore in 2001. “I got so frustrated in the studio that I didn’t really dimensionalize the songs. I could’ve if I’d had the willpower. I just didn’t at that time, and so you got to steer it where the event itself wants to go. I feel there was a sameness to the rhythms. It was more like that swampy, voodoo thing that Lanois is so good at. I just wish I’d been able to get more of a legitimate rhythm-oriented sense into it.”

A quarter-century later, Dylan is releasing a remixed version of Time Out of Mind that minimizes the “swampy” vibe he found so objectionable in favor of a more natural sound. It’s the centerpiece of Fragments — Time Out of Mind Sessions 1996-1997, the 17th volume of his ongoing Bootleg Series, in stores Jan. 27. The five-disc collection is also packed with early versions, alternate takes, studio outtakes, and live versions of all 11 original tracks.

“What we wanted to do was find a different way to look at Time Out of Mind, to contextualize it,” says a source close to the Dylan camp. “We also wanted it to sound more natural and less processed.”

To accomplish that, they brought in veteran record engineer Michael Brauer, whose work on the Dylan catalog goes back two decades and includes several of the the recent Bootleg Series box sets and the SACD releases of Dylan’s core catalog. “I was told to make it sound like more of a singer-songwriter record,” Brauer tells Rolling Stone. “I told them, ‘I’ll do this, but I’m not reinventing it. I don’t want it to be a completely different thing.’ That’s because Time Out of Mind is one of my favorite Dylan records. It’s a selection of songs that are talking about a broken man, basically. There’s hope, and then there isn’t. I’d never heard a record quite like it before, and it’s one of those records I’ve played over and over and over.”

For Daniel Lanois, the Time Out of Mind journey began in 1996, when he met up with Dylan in a New York hotel room to discuss the possibility of a new record. They’d worked together on the acclaimed Oh Mercy in 1989, and Dylan had just written a new batch of lyrics after years of writer’s block. “I hadn’t heard a note or any melody, but an overwhelming sensation came over me,” Lanois wrote in his memoir Soul Mining: A Musical Life. “I was stunned by the power of the lyrics. Bob had written from a perspective that few had seen. Decades of life experience and testimony lay on the pages in front of me. The myth that rock ‘n’ roll belonged only to the young was about to be shattered by the steel-blue eyes of the man himself.”

Lanois agreed to help Dylan turn the songs into an album, and was given vintage LPs by Charley Patton, Little Walter, and Arthur Alexander as reference points. He found that Dylan hoped to somehow recreate the haunting, minimalistic vibe of those artists’ decades-old blues and country recordings. They began work at an abandoned Mexican movie theater in Oxnard, California called Teatro. This is where stripped-down renditions of songs like “Not Dark Yet” and “Trying to Get to Heaven” were first put on tape.

“I was so excited that I couldn’t sleep,” Lanois wrote. “Bob had written powerful lyrics, and I felt that we were on the verge of something great. We had found a way to embrace the sound of old American records, and my mind started to race. This could be the greatest record ever. Bob was at a lyrical peak, and as for myself, I saw the potential for a new level of sonics on the horizon. I became obsessed with the idea of making a heartfelt, dangerous, and monumental record.”

After just a few weeks, however, Dylan decided he wanted to move the sessions to Criteria Studios in Miami, Florida. Lanois reluctantly agreed, but they had trouble picking the right musicians for the project. “I didn’t have the same band I have now,” Dylan said in 2001. “I was kind of just auditioning players here and there for a band, but I didn’t feel like I could trust them man-to-man in the studio with unrecorded songs. So we started to use some musicians that Lanois would choose and a couple that I had in mind. I started just assembling people that I knew could play. They had the right soulful kind of attitude for these songs.”

They wound up using four drummers (Brian Lane, Jim Keltner, David Kemper, Winston Watson), five guitarists (Bucky Baxter, Bob Britt, Cindy Cashdollar, Duke Robillard, Lanois), and two keyboardists (Jim Dickinson, Angie Meyers). Tony Garnier played bass, and Tony Mangurian played percussion.

On many takes, Lanois had all the musicians playing at once. “It would be like an hour to an hour and a half of chaos,” Dickinson recalled to Dylan biographer Clinton Heylin, “and then like eight or ten minutes of just clarity and beauty. During that ten minutes we’d nail it to the wall. [But] he doesn’t want it nailed too tight. He definitely wants it loose. If we got too close to ‘arrangements,’ he would change the tempo and the key radically.”

The finished version of Time Out of Mind slowly rose out of this chaos. Later, during the mixing process, Dylan came down with the near-fatal heart ailment histoplasmosis. “I really thought I’d be seeing Elvis soon,” he told the press. And once critics heard the dreary, doom-laden lyrics of the record (“Every day your memory grows dimmer…It’s not dark yet but it’s gettin’ there…Up over my head nothing but clouds of blood…The mercy of God must be near”), several assumed he was singing about his own weariness with life and his near-brush with death, not writing in the voice of a character. “Time Out of Mind finds Dylan on the culture’s fringe,” wrote Rolling Stone‘s Greg Kot, “confronting his advancing years and the prospects of failing health (he was hospitalized a few months ago for a heart ailment) and irrelevance.”

But Dylan was a mere 56 at the time (Eddie Vedder, by contrast, is 58 today), and was in fine health when he wrote and recorded the album. “The critics talked about Dylan looking at his mortality mostly because he’s six or seven years older than most people who write about music,” says the source close to the Dylan camp. “But he had a lot more years, and a lot more music in him.”

Michael Brauer has confronted all sorts of challenges when working on Bob Dylan projects. When he began the SACD release of Blonde on Blonde, he discovered that the master had been misplaced several decades ago. “They had the four-track multitrack,” he says. “But the actual mix was lost. The original CD was mixed by a staff engineer at Columbia without any reference to the original mixes. They wanted the album to be remixed to match exactly the original mixes. I had to be exact.”

The Street Legal master was in the vault, but the original mix was a mess, and he was told to fix it. “It was really heavy on the left at times,” he says. “I was thinking to myself, ‘Is there dirt on the quarter-inch and I’m not getting anything on the right side? Do I have wax in my ear? This is so weird.’ I was clearing my ear out. Then I realized, ‘This is just the way it is. It’s just the board mix.’”

Time Out of Mind was a challenge of a whole other magnitude. Brauer was tasked with taking a beloved, Grammy Award-winning album, produced by an icon, and interpreting it in a new way. He went into the project knowing little about the creation of the album, so he was stunned when he pulled up the tracks and realized that 12 musicians were playing at once, creating a wild cacophony. Lanois had decided which parts to keep, and which to discard, during the mixing process.

“Normally I just pull up the tracks and I mix, and all the ingredients are there, and I don’t have to think about arranging or re-arranging,” Brauer says. “In this case, I had to go through every section, instrument by instrument, and decide what I liked, and what I didn’t like. Once I did that, I’d go back and forth against the final mix and see what Lanois had done and kept, and see if it was how I’d done it or not. It was a very, very long process.”

When he had a version that pleaded him, he sent it to Dylan’s management team and Sony Music Legacy exec Steve Berkowitz, “Sometimes Steve would say, ‘Make it even simpler, take out more stuff,’” says Brauer. “It was a lot of back and forth and tweaking.”

On the original record, Lanois fed Dylan’s vocals through a Gretsch Gadabout guitar amp, creating a ghostly effect. “There was always a blend between the [untreated] microphone [feed] and the amp sound,” says Brauer. “The blend could be 50/50, 40/60. It depended on the song. It was also going through reverbs or delays.”

Danny Clinch*

Brauer wanted to restore much of Dylan’s original vocal, while still staying true to the signature sound of Time Out of Mind. Luckily, Dylan’s master vocals had been recorded separately by Lanois, and preserved. “That meant I had control over how dry or how wet I wanted to make the vocal, which was great,” says Brauer. “Otherwise I would have had no flexibility, and there were many times they wanted more natural voice without as much amp sound.”

He continues: “I really wanted to bring out the story on each song, so you could really focus on what Bob was saying. On the original record, you hear him very, very loud, and the band is much lower on the track. I wanted the band to wrap around him a bit more, and still be able to listen to his stories.”

On certain songs, like the 16-minute album closer “Highlands,” Brauer adjusted his methods throughout the course of the track. “Sometimes I brought the organ out,” he says. “Sometimes the guitar is out. I’d take the bass out or the drums too. I just wanted to keep the flow going and the interest on each song. I was just going with my gut, and seeing how Berkowitz liked it.”

He points to “Cold Irons Bound” as an example of what he means: “The bass and drums are much more dominant now. It goes from subtle changes to much bigger changes, which I thought was enhancing the story that Bob was telling. ‘Not Dark Yet’ also sounds quite different.’”

Brauer worked with Lanois on another project many years ago, but he hasn’t communicated with him at any point in this process. “I’d like to think he’s OK with how it came out,” he says. “I really tried to be respectful to what he’d done, and not change it too much where the emotion you felt would disappear. There was no attempt or even a thought of, ‘I can make this better.’ You don’t make something this iconic better. You just want to do it differently.”

Brauer’s new Time Out of Mind mix is just the first disc of Fragments. The set also features outtakes and alternate versions of the songs taped at Teatro and Criteria Studios between August 1996 and January 1997. It kicks off with a rendition of the traditional Scottish ballad “The Water Is Wide,” which Dylan regularly sang with Joan Baez on the Rolling Thunder Revue two decades earlier. It continues with album outtakes “Dreamin’ of You” and “Red River Shore” and early takes of familiar songs like “Love Sick,” “Dirt Road Blues,” and “Cold Irons Bound” that often have different lyrics and melodies. (“You ever feel just like your brain’s been bolted to the wall?” he sings on a lost verse of “Can’t Wait.” “All the screws are tightening and you’re cut off from it all/I don’t know/Maybe for you it’s not that late/But as for me/I don’t know how much longer I can wait.”)

There are five distinct versions of “Mississippi,” showcasing exactly how much Dylan labored over the song before cutting it from the album and giving it to Sheryl Crow for her LP The Globe Sessions. He returned to it three years later for Love and Theft. “At the time, I didn’t understand not putting it on the record,” says the source. “Now when I listen back to the record in its entirety, ‘Mississippi’ doesn’t really belong on it. I know they did a lot of takes, but he did a lot of takes on Oh Mercy for ‘Dignity’ too,” the source adds, mentioning another great song famously cut from one of Dylan’s tracklists.

Courtesy of Sony Music

The tracks are presented in chronological order, displaying how the final versions of the songs came together over the months. And the fourth disc features live recordings of all 11 songs taped at gigs between 1998 and 2001. Some of them are board tapes, but several are fan recordings that have circulated for year as bootlegs.

“It’s the Bootleg Series, isn’t it?” the source says with a chuckle. “A lot of times, an audience tape will sound better than a board tape. If you aren’t doing a sub-mix from the board tape, it’s going to sound really bad, since the vocal will be way too present and out front. And there were people going to those shows that would record them really well. One guy would stand on the left side. Another guy would stand on the right side. They’d hide the recorders in their hats.”

Veteran music producer Greg Geller was tasked with combing through a mountain of audience tapes and picking out the best versions of the various songs. “Sometimes you love a performance, but you can’t find a good source on it,” says the source. “Once you identify a performance, we look for the best source. If few can find the best source, that’s what we use.”

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Hardcore Dylan fans will love hearing pristine live recordings from the tour, along with all the studio outtakes, though some are likely to find the idea of a new Time Out of Mind mix to be somewhat sacrilegious. “The way the album originally exists is probably it in its perfect state,” the source acknowledges. “But if you listen to a song a lot of times, which we all did with that record, you can get bored. We wanted to give you a new way to listen to it. That was the ultimate goal.”

Brauer knew he achieved that goal when he played a Dylan-obsessed buddy the new mix. “He was beaming at the end,” he says. “He was so happy he heard things he hadn’t heard before. He understood how all the stories tied together. He’s representative of all the fans out there of the original record. I was really proud. I was like, ‘OK, good. I respected the original record. I’ve done it differently in a good way.’”

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