A Listening Guide to the Time Out of Mind Bootleg Series Live Disc

A track-by-track look at disc four of Fragments: Time Out of Mind Sessions (1996-1997)

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Today, Bob Dylan releases the 17th volume in his Bootleg Series: Fragments: Time Out of Mind Sessions (1996-1997). There’s a lot to dig into, from a new remix of the entire album to a trove of session outtakes. But, if you read this newsletter, you know my eye was particularly drawn to disc four, the one with 12 different live versions of the Time tunes. I was lucky enough to get an advance copy of this set a few weeks ago, and that was the first place I went.

One of the highlights of the Bootleg Series installments is often the liner notes, and this set, containing essays by both journalist/friend-of-the-newsletter Steven Hyden and historian/friend-of-Dylan Douglas Brinkley, didn’t disappoint. They did not, however, include a track-by-track guide to the live disc. “Who would possibly want such a thing?” the producers might have thought. Well, I would want such a thing. Maybe some of you would too. 

So, for when you make it to disc 4 (or disc 7/8 of the vinyl package), I put together my own set of track-by-track notes. The idea is to read these as you’re listening. And if you make it to the end, you’ll also get a teaser for a bonus compilation coming tomorrow to paid subscribers.

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1. Love Sick (6/24/98, Birmingham, England)

This live “Love Sick” kicks off a trend we’ll hear again and again in these live cuts: Faster than the album version! Louder than the album version! Okay, “Love Sick” is not suddenly a Ramones song, but I was surprised to revisit the Time Out of Mind take after listening to this and hear how quiet and slow it sounded in comparison. On the chorus especially, which explodes here with those two choppy guitar chords: Dun-dunnnnn. No wonder “Love Sick” is the most-performed track off Time Out of Mind by far, more than double second place (“Cold Irons Bound”).

On this 1998 version, Bucky Baxter’s steel guitar takes over what producer Daniel Lanois termed the “little back beat skank organ” part on the record. But Baxter had, in fact, played organ on the song a few times the previous fall’s tour. Hear the opening of that organ version from a Columbus 1997 show to compare (and shoutout to the folks in our Discord for that info):

By Birmingham ‘98, “Love Sick” has become much more a guitar song. It’s not just the explosive chords; listen to the little licks played by Larry Campbell or Bob himself. There’s a different one at the end of practically every line of singing. The guitar solo around the three-minute mark elevates the song too; I think Larry leads the first chunk, then Bob takes over. It seems to inspire Bob vocally. Listen to how he delivers the next verse (“take to the rooooad…and plun-dah!”)

If Bob sounds particularly energized, maybe he’s still buzzing off something that happened two songs prior in this very same show: Van Morrison joined him onstage for “Knockin' On Heaven's Door”! I wrote more about this sit-in last week. It’s the last time Van and Bob have sung together to date.

Dirt Road Blues

Quick sidebar: At this point, you might be expecting “Dirt Road Blues,” track number two on the album. But that’s the one Time Out of Mind song Dylan has never played live. Yes, he’s done “Highlands” – 9 times, no less – but never “Dirt Road Blues.”

You often can’t predict what songs from an album Dylan will or won’t play in concert. The one unperformed Modern Times song is “Someday Baby,” which was given a big pre-release promo push in an Apple commercial. Off Together Through Life, he hasn’t performed “Life Is Hard” or “Shake Shake Mama.” Off Tempest, he hasn’t performed, among others, “Narrow Way.” Like “Dirt Road Blues,” all those songs seem to be fairly straightforward blues numbers of the sort he sometimes performs into the ground (“Rollin’ and Tumblin’,” “Early Roman Kings,” etc). Yet they remain untouched.

He did do “Dirt Road Blues” semi-live once though, for his 2003 movie Masked & Anonymous. Part of it appeared in the movie, but it wasn’t on the soundtrack and it’s a shame they didn’t include the full recording here. Hopefully they’re saving it for the Masked & Anonymous Bootleg Series.

2. Can’t Wait (2/6/99, Nashville, Tennessee)

Again, like “Love Sick”: Faster! Louder!

This Nashville “Can’t Wait” is no unknown deep cut. That compilation I recently wrote about that collected one “Can’t Wait” from every year he played it selected this same performance. Soon after, as we’ll see, he dropped the tempo way down, but at this Nashville show it gallops along. Sometimes the faster songs in this era let Bob coast vocally, cheerfully hollering along while the crowd boogies (see: “Silvio,” “Rainy Day Women”), but this speed inspires some wonderful rhythmic turns. He’s not yelling; he’s propelling. Check out the staccato “my heart-can’t-go-on-beat-ing without you” at 1:25, or how he drops his voice during the final held note of “place we could roam togetheeerrrrr” at 4:17. 

My only regret is they cut this recording off too early. Yes, he completes the song, but you don’t hear what he said from the stage right afterwards. Those remarks have nothing to do with “Can’t Wait,” true, but they’re still a hoot. Here’s the audio, and my approximate transcription:

Bob: “I get a lot of requests for that Ballad Of A Thin Man song. [audience cheers] I know, I know, but we're not gonna play it. We’re not gonna play it. They asked me what it was about… I told ‘em what it was about. It’s about people who don't pay to get into places and critics who don't pay to get into places. Then they have the audacity to write things.”

3. Standing In The Doorway (10/6/00, London, England)

When I did my crowd survey of The "Best" Version of "Every" Song on the Never Ending Tour, this same “Standing in the Doorway” topped the rest. So it may be sacrilege to say that I don’t like it.

Well, that’s not quite right. Let me rephrase.

I don’t feel that any live “Standing In The Doorway” quite captures the magic of the Time Out of Mind version. Same thing for the Fragments outtakes and the new de-Lanois’d remix. Somehow the alchemy that makes that song, to me, one of Dylan’s most perfect studio recordings falls away in every other version. There are few studio performances that I feel like no live version, however good, can ever quite touch, but “Standing” is one. (“Visions of Johanna” is another, though some come close.)

Did Bob agree? Is that why he’s performed this song so sparingly? He’s done “Standing” 58 times. That sounds like a lot, until you compare it to the play counts of other Time ballads: “Not Dark Yet” (191), “Tryin’ to Get to Heaven” (334), or “Make You Feel My Love” (355).

But this is intended as a listening guide, not a here’s-why-you-should-listen-to-the-original-instead guide, so let me point you to a few moments worth honing in on. Listen to how he drops “head” and “cherry red” around 2:41, and, right after, the big guitar build after “cheap cigar.” Elsewhere, some of Bob’s instrumental noodles do take me out of it though, and I don’t think “Standing” needs an extended closing guitar jam that goes nowhere.

Fun fact: This comes from the band’s second night at Wembley Stadium. The first, according to the drummer David Kemper’s contemporaneous tour diary, was a little rough. He wrote:

4. Million Miles (1/31/98, Atlantic City, New Jersey)

“Million Miles” was one of the last songs to be performed off Time Out of Mind. Dylan didn’t debut it in concert until January 2018. To make up for lost time, he then played it every single night. This Atlantic City performance was the song’s 12th outing, after its first two weeks prior.

The prominent audience chatter at the beginning brings up something that should be addressed. Most of these tracks are taken from audience recordings.

My original draft of this had a whole section laying out my case this was true – but then on Monday a source close to Dylan went ahead and confirmed it to Rolling Stone! So you don’t need me to “prove” anything. Here’s that bit:

“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.”

The recordings sound good, so it’s not a big problem, but fans have so little opportunity to hear the hundreds of soundboard tapes sitting in the archives that it seems a shame to let one go by. To address that mix problem, why not do a matrix combining the best part of the soundboard mixed with the best parts of the audience tapes? Grateful Dead fans, with access to many more soundboard than Dylan fans, do that all the time. Or why not highlight tracks where there aren’t already excellent audience tapes? (The one time they do here really pays off.) It’s just odd: What’s the point of recording soundboards of every show for decades if you don’t even draw on them for something like this?

For “Million Miles,” for instance, here are two very short snippets by way of illustration, first Fragments and then the same section on the long-circulating audience tape. You can hear that the audio’s been polished on Fragments, for sure, but you can also hear the exact same audience members – chatting, clapping, etc. That’s a giveaway that appears throughout this disc. If you’re hearing individual showgoers, it’s probably because the taper was sitting near them in the audience.

Now, about the music… This “Million Miles” builds wonderfully throughout. By the end Bob sounds positively bursting with enthusiasm. Don’t miss the “at least I hope I do!” interjection after “…put me up for a day or two” at 4:17, or the joyous “yeah!” holler as he brings it home at at 4:35.

5. Tryin’ to Get to Heaven (9/20/00, Birmingham, England)

It didn’t take long into this “Tryin’ to Get to Heaven” for me to go – whoa. This is, by some distance, the more dramatic rearrangement on the album. As you can hear from the very first lines, the melody is entirely different. I assumed that meant the chords were as well, so I checked DylanChords to see if our friend Eyolf Østrem happened to tab out this arrangement. Not only had he, but he’d appended this note above the tab:

Did Dylan ever play chords like this before? No. 
Is it the best re-write since Tangled up in blue 1978? Yes. 
Did I just have to tab it? Yes.

Østrem knows a lot more about music theory than I do, so I was curious what he meant about Dylan never playing chords like this before. Here’s what he told me. Even if you don’t understand a few of the technical details, you’ll grasp the bigger picture.

With "chords like these" I mean chord types like m7-5 and m7. These are chord types that Dylan had always been avoiding, if anything (and not just not used), up until this point. Even maj7 falls into this category, in this particular combination. It's not that he has never played maj7 chords, but then mostly as a variant of the subdominant chord, typically F with the e from the first string sounding - thus as a way to create continuity - not contrast.

[This live “Trying’”] is a completely different animal. It's jazz. And that is something he has never done before. The exception is If Dogs Run Free, but that is really mostly a pastiche, so it doesn't really count. After 40 years of avoiding any hint of advanced harmony, then, out of the blue comes this! The way he uses these chords here is not just pastiche, it's an expansion of his regular harmonic language into the domain of jazz.

What makes them different from his regular blues/rock chords is the way the tones are there not just as representations of the main chord functions (root, dominant and subdominant), but as colouring, as implicit intermediary voices, and as an element of harmonic ambiguity. In hindsight, it is not wrong to claim that this arrangement was the beginning of the Sinatra era. 

As a re-write it is also exciting, because it transforms the song in a way that is still somehow in line with the original. The "Every day your memory grows dimmer" part is actually exactly the same. In the original, it is surrounded by very plain, square phrases (F-G-F-C), which set the stage for the emotional climax ("You broke a heart that loved you", "when you think that you've lost everything"), using these chords that make the contrast greater. In the rewrite, there is both chromaticism and harmonic ambiguity, in such a way that the two parts are tied together. Thus, the rewrite is a transformation of the song, not just a new makeup on the surface.

In sum: In my book, as someone who is much more interested in harmony than Dylan is, it's both an exciting musical development, and it is furthermore a very successful arrangement in its own right.

6. ‘Til I Fell in Love with You (4/5/98, Buenos Aires, Argentina)

When the track list of Fragments was announced, I got most excited by this live song. No, “‘Til I Fell in Love with You” is not my favorite song on the album. I doubt it’s anyone’s, frankly. But this is the one and only song from a show that doesn’t circulate already. Meaning, whether it comes from a soundboard (and I’m guessing it does – no audience chatter here) or some secret audience tape, this is the one track on the live disc you couldn’t hear anywhere before today!

Perhaps for that reason, Douglas Brinkley highlights it in his liner notes. He writes:

The live version of “‘Til I Fell in Love with You” on Disc 4 offers a raucous, hellbent roar of bluesy rock ‘n’ roll that far transcends the heavily produced cut on Time Out of Mind. On stage in Buenos Aires, Argentina, April 5, 1998, Dylan blew the guardrails off, delivering a sledgehammer version reminiscent of “The Groom Still Waiting at the Altar” from Shot of Love. If I were a record executive choosing a single to promote from Fragments, this one would get the nod.

It’s probably just as well that Brinkley’s not a record executive; imagine the fan outcry if the label announced this boxset not with any of the never-heard outtakes, but with a live “‘Til I Fell in Love with You.” But I understand his enthusiasm. This rocks!

I know, “this rocks!” may not be the most insightful take, but it’s all I can think while listening. This performance is not full of nuance or understatement. Dylan was playing in a giant Argentinian stadium opening for the Rolling Stones; it wasn’t the moment for subtlety. And the louder you play it, the better it sounds. So play it fucking loud.

7. Not Dark Yet (9/22/00, Sheffield, England)

Unlike “Standing in the Doorway,” the ballad “Not Dark Yet” transcends live. The vocals on this version, during what some fans consider the greatest period of the Never Ending Tour, may even top the album. You could single out his delivery of basically every line as a highlight. To pick two, check out the “iiittt’s getting there” at 1:45 and “world full of lies” at 3:14.

My favorite of the lot though is how his voice descends on the word “down” in “down the drain.” I remember my 7th grade drama teacher explaining the technique of “tone painting”: reflecting the literal meaning of the word in how you sing it. The example he used was how Garth Brooks sings “low” on “Friends in Low Places.” It would have been much cooler if he’d used Bob’s Sheffield 2000 “down.”

If on your first and maybe second time through you’re focused on Bob’s singing, on your third go-round tune your ear to the band’s frequency. One of Bob’s best ever – Larry Campell and Charlie Sexton on guitars, David Kemper on drums, and the perennial Tony Garnier on bass – they play each verse a little differently, adding textures and shades without stealing the spotlight. Listen to the high chiming guitar during the “gay Paris” verse at the three-minute mark, and how it contrasts with Bob’s crunchy low noodling.

There’s a pretty good video version too if you want to watch it unfold:

8. Cold Irons Bound (5/19/00, Oslo, Norway)

The album version of “Cold Irons Bound” begins with 29 seconds of ambient band noise. They recreate this effect live, building the atmosphere for almost a minute in advance of the main part of the song beginning.

Once the song kicks in, though, it kicks in hard. Whatever adjectives often get applied to Time Out of Mind – haunted, somber, meditative – can get thrown right out the window. You might not realize it at first, when the band first churns along, but wait until Bob sings his first line. It’s that jagged guitar chord and drum crash that hits right after, and after every line too, that tells you it’s about to get loud. The verses come on like the Pixies’ famous “loud-quiet-loud” dynamic. At times there’s barely any music at all when Bob sings a line. Then, wham, another blast of noise right when he finishes. It’s a different arrangement from the album, but you might recognize it from Masked & Anonymous:

The chorus bit (“waist deep in the mist”, etc) cranks up the volume, aided by a cool descending guitar figure. It practically sounds punk-rock, like this isn’t the classy band of the Larry-Charlie years but the raw and slashing punk sound of the early Never Ending Tour. Or did The Plugz somehow sneak onstage?

Drummer Kemper especially steals the show, hammering away on the breaks like a man possessed. You’d never guess his background was playing with the chill and mellow Jerry Garcia Band; you’d think he’d come from backing Joe Strummer. Listen to him at the end, right after Bob rockets them into the outro with a loud “hey!” around the five-minute mark.

9. Make You Feel My Love (5/21/98, Los Angeles, California)

To Dylan fans a controversial track; to everyone else by far the best-known song Dylan wrote for this album. I almost wrote best known song “from” this album, but really it’s not known from the Time Out of Mind version. Bob’s currently has 22 million streams on Spotify – Adele’s has 875 million! Those ubiquitous covers are no doubt the reason the song can be unpopular among superfans. I like the Adele version (I wrote a whole chapter about it in my first book), but the endless parade of schmaltzy knockoffs that followed didn’t do it any favors.

I’m sure this live version won’t get 875 million streams, but hearing Bob do the song live redeems it. His raspy voice makes the narrator sound like he’s seen some shit, and has earned a little cornball sentimentality.

The only bummer is that this version has been released already. True, that was on the the “Things Have Changed” maxi-single which I’m sure most people aren’t spinning regularly (I can’t even remember what a “maxi-single” is), but why not highlight another of the 355 times Dylan has played it? Upside: Probably as a result of this earlier incarnation, I think this one might be a soundboard too.

Fun fact about this same concert: The final song that evening in LA was the only time Dylan has performed “Restless Farewell” at his own concert since the early ‘60s. As Bob told the crowd introducing it in LA, “I played at the Frank Sinatra tribute show a few years back, and we rehearsed one of Frank's songs. We had it all worked out and everything, but then they said they wanted to hear this one instead so … I hadn’t played it up till that time and I haven’t played it since, I’ll try my best to do it.”

[I talked to drummer Winston Watson about that Sinatra tribute]

10. Can’t Wait (5/19/00, Oslo, Norway)

Eagle-eyed readers might notice not one but two repeats in the header there. First, “Can’t Wait” is the only song to get two different live recordings on Fragments. Second, this Oslo concert is the only one to have two songs included. The other “Can’t Wait” came from a year and change earlier, and the other Oslo ‘00 song used was “Cold Irons Bound.”

This invites the obvious question: Why is “Can’t Wait” the one song to get two different versions? It’s probably not many people’s number-one favorite Time Out of Mind song. It’s certainly not the best-known. 

The answer, I’m guessing, we discovered last month exploring that giant compilation of “Can’t Wait” performances: The song has gotten a lot of different arrangements! Especially in these early years, where most songs, “Tryin’ to Get to Heaven” excepted, don’t sound that different from their studio counterparts – at least, not compared to the increasingly wild clothes they would don in later years (more on that soon).

Here’s what I wrote in that “Can’t Wait” article last month (if you click through you can hear side-by-side comparisons of 1999 and 2000 versions like the ones on Fragments):

The set kicks off with the song’s second-ever performance, on October 25 1997 in Jackson, Mississippi, about a month after Time Out of Mind came out. Unsurprisingly, it’s not that different from the album version, haunted and menacing in a resigned sort of way. At seven minutes though, it drags. Bob must have felt it too. The next year, the tempo moves faster, and the year after that [1999, like the first version on Fragments], faster still…

In 2000 though [the second version on Fragments], Bob hits the brakes hard. Compare the tempo of the 1999 one and the one a year later, on the same section of the song. The new tempo lets him croon rather than holler.

11. Mississippi (11/15/01, Washington, D.C.)

“Mississippi” was the last song from Time Out of Mind to be debuted live, and for good reason: It’s not really from Time Out of Mind. Dylan recorded it for the album, but left it on the cutting-room floor until taking another crack for Love & Theft. So he waited to play it live until that album came out on September we-won’t-talk-about-which-day 2001. (Though Dylan fans knew it three years earlier, when Sheryl Crow released the first version on her album The Globe Sessions.)

This version, only the tenth ever, strikes me as fairly pedestrian. The song would soar higher as he continued performing it. That "Best" Version of "Every" Song on the Never Ending Tour survey I mentioned earlier points to a take on February 10, 2002 in Charlotte, North Carolina, that reaches greater heights. This 2001 one gains a surer step as it goes though, particularly as he begins extending certain syllables, like the “toniiiight I don’t” / “til my eyyyees go blind” combo at 2:45.

12. Highlands (3/24/01, Newcastle, Australia)

In the earliest days of the newsletter, I did a series writing about every single show of Dylan’s Spring 2000. At the end of it, I ranked every one of the 79 different songs he’d played on that run (look, this was March 2020, we all had a lot of unexpected free time on our hands). “Highlands” came in 73rd. That’s right, seventh-to-last. I was as surprised as you are. I wrote, “Cool on paper, but, absent Time Out of Mind’s atmospheric production, 11 minutes of the same mandolin riff repeated endlessly is a real momentum killer.”

I’m pleased to report the version they picked for Fragments, from a year later, improves upon that one. Steven Hyden even singles it out in his liner notes:

Dylan later expressed frustration over the struggle in the studio to nail the up-tempo numbers he had written for Time Out of Mind. But that wasn’t an issue for his live band. Even the sprawling “Highlands” pepped up in concert; the feisty take included here from Newcastle, Australia in 2001 is more than six minutes shorter than the studio version.  

Six minutes shorter even though, unlike other long songs like “Desolation Row” where he typically cuts a few verses in concert, he sings the whole thing. Well, almost; he merges verses two and three, maybe by accident, as noted by this amazing image tracking all the little lyric tweaks live:

This is just one of four such postcards; see the full set at dylyricus.com

Bob’s committed vocals are what put this version over the spring-2000 one for me. The song presents a long narrative that really depends on the listener understanding what he’s saying, and it sounds like Dylan’s taking care to enunciate clearly even while adding his usual vocal inflections (“chariots that swing down low” at 2:55 sounds like another one of those tone-paintings).

The band also adds dynamics so that it doesn’t just feel like the same music repeated over and over for twenty verses. It reminds me of that famous story about recording “Sad-Eyed Lady of the Lowlands”: The band didn’t know how long the song was, so they kept crescendoing for a big finish, only for Bob to launch into yet another verse. That’s a big reason why the music on the Blonde on Blonde closer remains so dynamic across the full 11 minutes. While the band here obviously does know how long “Highlands” is, they achieve a similar effect.

This was the second-to-last time he ever played “Highlands.” One more time a month later and then he retired it for good.

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And there you have it! While I’m sure most of you aren’t nutty enough to skip straight to the live disc like I did, when you do get there, I hope this listening guide provides extra enjoyment. It’s a great set with well-chosen performances and I’d love them to continue this model for future Bootleg Series.

The one problem with the tight focus on the few years following Time Out of Mind’s release, though, is that it ignores how much these songs continued to evolve. With the big exception of “Tryin’ to Get to Heaven” and to a lesser degree “Cold Irons Bound” and “Can’t Wait,” most of these arrangements aren’t that far from the album versions. At least, not compared to how far-out they would get in later years.

To fill in that gap, I’ve created a companion compilation. It mirrors the song order on Fragments, but contains only versions from later years. Some of the songs sound almost unrecognizable a decade or two into their onstage journeys.

That compilation, which I’ve titled More Live Fragments: Time Out of Mind Onstage (2008-2021), will go out to paid subscribers only tomorrow morning. If you’re not one yet but want to get in on the action, sign up here: 

See you tomorrow. [Update 1/28: More Live Fragments is here!]