Bob Dylan. The Bootleg Series Vol. 17 – Fragments: Time Out of Mind Sessions (1996 – 1997.) Columbia, 2023.

REVIEW BY Court Carney, Stephen F. Austin State University


“It’s certainly not an album of felicity.”
– Bob Dylan[1]

Time Out of Mind, Bob Dylan’s landmark 1997 album, begins in strangeness. Faint plucking, a tapping boot, the sound of thick air. Then, a staccato organ. These few seconds disorient. “I’m walking,” Bob Dylan intones, “through streets that are dead.” “I’m sick of love…I’m love sick.” An album of death, breakup, love lost, love betrayed – Time Out of Mind has elicited profound commentary on its meaning and significance since its release. The blues runs through this record in form and feeling, but the content betrays a more multifaceted approach. The record slyly resists any easy characterization. An album interested in the liminal spaces connecting, and dividing, characters caught in various narratives. Often called a “midnight album,” it also remains a sunset record – the golden hour rewritten as vicious noir. The production, spearheaded by Daniel Lanois, favors the amber dying light, all flickers and shadows. A formidable record of place and time, of mood and perspective, Time Out of Mind continues to stun a quarter-century after its release.

Hailed as a grand return to form upon its arrival in September 1997, Time Out of Mind endures as a towering collection of songs and serves as a dividing point between mid- and late- period Dylan; Before Time, After Time. Some songs became long-held standards in Dylan’s setlists, and others found a new audience as artists covered them. The record works as an introduction, a continuance, a divider, a collection, and an entity. It remains difficult to overstate the power this record has musically and emotionally, as well as its importance within Dylan’s extensive catalog.

Released as the seventeenth volume of Bob Dylan’s Bootleg Series, Fragments: Time Out of Mind Sessions (1996 – 1997) now expands the context of the 1997 record through a new mix, alternative takes, live cuts, and several outtakes. Contradictions define the original record, Dylan’s darkest, yet it contains some of his funniest lines. One of Dylan’s most cohesive records includes some of his most standalone songs. This new collection only reinforces the edgy magnetism of the album. Packaged as a five-CD set (as well as in two-disc, four-LP, and ten-LP configurations) complete with essays by Douglas Brinkley and Stephen Hyden, alternate takes, outtakes, and live cuts, the collection reveals much of how the record came together without completely demystifying the spectral web of songs at the center.

In 1985, Bob Dylan released Biograph, a career retrospective splayed across five LPs, which reoriented his life in music by juxtaposing hits, rarities, and outtakes into a collage free of traditional chronology. This boxset, which helped establish the prestige artist repackaging of the 1980s and 1990s, inaugurated a period of coming to terms with the larger question of his legacy. Six years later, in 1991, Dylan released the first (three) volumes of his ongoing Bootleg Series, of which Fragments is the seventeenth iteration. In conjunction with Biograph, this new boxset uncovered hidden narratives and drafted alternative histories of Dylan’s career. Even as he produced new music throughout the late 1980s, Dylan pushed forward a reconsideration of history and an emphasis on seeking order out of the chaotic past. Despite the critical evaluations of the records he produced during this period, the bridge between Biograph to the Bootleg Series (not to mention the origins of the Never Ending Tour, the Traveling Wilburys, and the two folk records) spans a rich period of revitalization. Dylan’s songs on Time Out of Mind came out of this context as much as any other. “But it is a harsh, honest portrait,” Martin Renzhofer wrote of Time Out of Mind in 1997, “of an artist and poet coming to grips with his past.”[2]

As Douglas Brinkley recounts in his liner notes, Lanois studied records by Charley Patton, Little Walter, Little Willie John, Arthur Alexander, Link Wray, and others “to get across the sound [Dylan] imagined.” Some of these singers, such as Patton, were primal influences on Dylan, predating even Woody Guthrie. These artists and their records became the soundtrack to the pre-recording sessions as Dylan began conceptualizing what the record would look like. During these early conversations, Dylan famously inquired about making a record like Beck, whose Odelay offered a compelling case for the musical bricolage that had defined Dylan’s creative and songwriting interests for decades.[3] Lanois took Dylan to mean that loops and beats should be the foundation of the recordings, which quickly began to grate on Dylan. The blues, in mood, content, vibe, and intent, served as the spiritual mood board for the songs as Dylan worked with Lanois to build the landscape that came to support Time Out of Mind.

An important thread to Time Out of Mind, perhaps less obvious than others, connects to Bob Dylan’s relationship with Jerry Garcia and the Grateful Dead. The story of Dylan and Garcia and their relationship goes a long way to explain and contextualize Dylan’s return to performing and songwriting. In Chronicles, Dylan wrote movingly, mystically, and even magically about Garcia’s remagnetizing of his performing compass. Garcia died of a heart attack in August 1995. “There are a lot of spaces and advances between the Carter family, Buddy Holly and, say, Ornette Coleman, a lot of universes,” Dylan said in his eulogy at Garcia’s funeral, “but he filled them all without being a member of any school.” Garcia’s death, as Brinkley notes, vibrated across the Time Out of Mind sessions. If we draw a circle around the period of 1985, say, and 1991 (roughly from Biograph to the origins of the Bootleg series), as a discrete moment in Dylan’s career where legacy building began to take center stage, then we might also draw a second ring around 1987, when Dylan first connected with the Grateful Dead on stage and 1995, with Garcia’s death. As Dylan began working on Time Out of Mind in 1996 and 1997, this friendship undoubtedly impacted these sessions. On a related note, in the wake of the release of Fragments, Dylan began pulling out an ever-lengthening list of Grateful Dead covers on his tour in Japan and Italy. Garcia’s presence continues to suffuse Dylan’s creative output.

After a preliminary planning meeting in New York, Dylan and Lanois decamped for Teatro, Daniel’s studio in a converted old Mexican movie theater in Oxnard, California. These sessions (from the early fall of 1996) excited Lanois, who perceived his production work as connecting with Dylan’s new songs. Dylan’s comment about Beck had inspired Lanois and his right-hand man, drummer Tony Mangurian, to layer multiple percussion tracks as a bed to the three blues-centered songs on the agenda. In his studio, with control over the emerging sonic landscape, Lanois hoped this record would be a landmark of lyrics and sound. Dylan, however, began to feel otherwise. The songwriter had long experienced unease in recording studios, where his interest in capturing the essence of a song trumped studio experimentation and development. At one point, Dylan just left. He told Lanois that Oxnard and Teatro, thirty miles up the coast from Dylan’s home in Malibu, proved too distracting. Later, he told David Fricke that he was frustrated with Lanois’s polyrhythmic obsessions, which to his mind, failed to “work for knifelike lyrics trying to convey majesty and heroism.”

Despite Dylan’s misgivings – and clearly, tensions existed between him and Lanois, however redefined they became in hindsight – the Teatro recordings included on Fragments are some of the most beautiful vocal performances of his career. The Scottish ballad, “The Water is Wide,” which he had performed back during the Rolling Thunder days, sounds both modern and ancient – bending the past to fit into the contemporary moment. Likewise, “Dreamin’ of You” (an alternative take that appeared on Tell Tale Signs in 2008) features such a beguiling loping beat you wonder who could ever consider this track a dead end; the song, however, would be later reconfigured into another, lyrically superior song, “Standing in the Doorway.” Finally, an entire book could be devoted to a third Teatro recording: “Red River Shore.” Unlike the other two songs, Dylan continued to work on “Red River Shore” after leaving Oxnard. All told, Fragments collects four versions of the song, two previously unreleased. Dylan undoubtedly connected to the music, which seemed as ancient and deep as “The Water is Wide,” “Lakes of Pontchartrain,” or any other ageless ballad. Dylan’s voice shines here as an instrument of potent emotional force. Still, this new collection underscores that these songs do not fit on Time Out of Mind. As gorgeous they are – and rejecting as they do the idea that Teatro was nothing but failed percussion experiments – they would distort the thematic and sonic coherence of the finished record.

After Oxnard, Dylan relocated to Miami, Florida, exchanging the idiosyncratic cool of Teatro with the well-trod history of Criteria Studios. Lanois disliked the move, and the 2,800-mile relocation reoriented the working relationship between producer and artist. Dylan brought in new musicians, including Jim Dickinson, who had a musical training much more in line with the southern take on the blues Dylan had been seeking out in his persistent return to those older records. The tensions between Dylan and Lanois remain as much a part of the Time Out of Mind story as the songwriting and music, and Dickinson’s presence (as seen in John Lewis’s fascinating account, Whirly Gig) only seemed to divide the two men further. These pressures and anxieties helped frame the metanarrative of the finished album, even if listeners would be hard-pressed to hear them in the (digital) grooves. The eleven songs assembled for Time Out of Mind feel like such a coherent piece of music (yes, even with “Make You Feel My Love”) that the backstory clashes seem impossibly distant. Still, as Fragments illustrates, Dylan and Lanois crashed through several (sometimes radically) different iterations of these songs. A song like “Not Dark Yet,” so elemental to the sound of the record, for example, appears in one version on Fragments as an animated swing. It works better than one might initially think, but it lacks the gravitational pull of the released version.

This set allows for a glimpse into the choices made in the studio and afterward as the record came together. Regarding lyrics, Dylan continued tweaking and editing verses between takes, with some versions featuring fundamental reworkings. In some instances, some early songs were jettisoned with lyrics used in different compositions. These outtakes and alternative arrangements, then, In “Dreamin’ of You,” for example, one verse (the “live my life on the square” section) gets reimagined as “Standing in the Doorway.” Regarding tonal and sonic selections, the box collects alternative versions that offer untaken paths. For instance, an early version of “Love Sick” has Dylan drawing out a later excised lyric: “and the air is haaaazzzzy.” An early version of “Not Dark Yet,” has an entirely different upbeat vibe, with a rhythm that unfairly connects the song to Sade. I realize how weird that looks in print, but it can be hard to shake once you get her “By Your Side” in your mind. Scholars will have a field day with these iterations as they trace the vapor trails of one version to the next. The key example is “Mississippi,” which appears in five different studio forms and a live performance from 2001. Dylan ultimately scrapped the song for Time Out of Mind, revisiting it for the follow-up: “Love and Theft.” Each version is distinct in mood and direction: some swing, some drive, some lope, some drift. What’s curious is that Dylan’s singing differs widely in each iteration, but each time he sells it – each vocal performance is present and engaged, even if they offer radically different interpretations. The song clearly had its teeth in him, even if Lanois, as Brinkley notes in his essay, “didn’t think its lyrics were all that special.” Dylan knew what he had. This set offers many such insights and surprises.

A quarter-century later, the high level of songcraft and production stuns. A noted return to form in 1997, the album surpasses even the more significant praise given at the time. The songs come together beautifully, connected in theme, production, and performance. The opener, “Love Sick,” still sounds unlike anything else Dylan has ever pursued. Fragments augments this cut with two alternate takes, which offer shifts in lyrics and instrumentation. The spectral nature of the song is maintained across every version, the combination of haunted pedal steel guitar and a staccato organ continuing to unsettle. 1997? Maybe. 1957? Maybe. Dylan and Lanois had detuned the radio just enough to blur time and space, and “Love Sick” offers a sonic mission statement. Together, the first three tracks (“Love Sick,” “Dirt Road Blues,” and “Standing in the Doorway”) sketch out the meaning and vibe of the record: a record of walking, waiting, shadows, and ghosts. If there is an underrated song on a record filled with minor and major masterpieces, it would be “Standing in the Doorway,” which has aged exceptionally well. The alternate takes included show the musicians driving the song at a bit more of a gallop, but the blues narcotic of the released version sinks into the 3 a.m. mood as the band nears the end of a long gig. There’s still some gas in the tank, but the rhythm section has relaxed into a mellow groove that the band and dancers alike can ride for the rest of the night. The lyrics (at once straightforward and intricately layered) give tips of the hat to Woody Guthrie, Jimmie Rogers, and Big Joe Turner by way of the Rolling Stones.

Two masterworks anchor the middle of the record: “Tryin’ to Get to Heaven” and “Not Dark Yet,” as well as the live standard, “Cold Irons Bound.” This section of the album gives heft to the thematic core of the songs. Much of the gravitational pull of the record sinks in here, with the serious and reflective colliding with the existential and hilarious. The ease with which Dylan combines, juxtaposes, and blurs the dramatic with the comical gives the record its heft – the blues cut with jokes. Real jokes (you picked the wrong time to come) sometimes, glancing jokes elsewhere (I don’t know what “all right” even means), and often jokes that you know will turn sour in their retelling to the point that the storyteller begins to think, was this ever funny? But it was and is and will be again. In “Million Miles,” the narrator is always on the verge of telling a joke or a horror story. So much of Time Out of Mind rests on this enigmatic combination of heaviness and grace. The alternate takes on Fragments hint at the decision-making process (shifts in tones, tempos, and words) but also reinforce what makes the released versions work. The way Dylan draws out “gayyy Paree” in “Not Dark Yet,” for example, strikes such a beautiful balance of a light touch welded to the muted gloom of the rest of the song. These moments impel the listener to return to these songs as meanings shift, every relisten exposing some new truth.

And then there is “Make You Feel My Love.” Long a punching bag for critics, time has been kind to this ballad tucked into the back third of the album. Laura Tenschert has referred to the song “Dylan fans love to hate.”[4] The lyrics may not equal his most inspired work, but his voice is in fine form, and the melodies, particularly in the bridge, are solid. An argument could be made that criticism of this song (and to be fair, there seems to be a bit of growing revisionism here) stems mainly from the middle-of-the-road, lackluster cover versions that flourished in the decade or so since its release.[5] This final third of the record (“Make You Feel My Love,” “Can’t Wait,” and the incomparable “Highlands”) offers a conclusion, maybe, but at least a murmured recapitulation of everything that had come before. Of all the songs on the record, “Can’t Wait” has the most interesting shadow history, and Fragments presents wildly different takes on the song. Finally, as if that word could ever be used to describe this song, “Highlands” brings things to a climax and an ending. At 16 and a half minutes, “Highlands” wanders from stanza to stanza, scene to scene. One of his forever songs (see also: “It’s All Over Now, Baby Blue,” “Desolation Row,” or “Tangled Up in Blue”), “Highlands” could seemingly continue ad infinitum. The narrator could add new tales or different takes on old tales continually without tiring. This performance also provides a summary statement of every aspect of the record: the Charley Patton appropriation in the riff, the Robert Burns pilfer in the lyrics, the modern references crashing into ancient allusions, the darkness and light. The Boston diner scene – some of Dylan’s most remarkable writing matched with some of his most extraordinary singing – is as long as the entirety of “Love Sick,” but it never wears out its welcome. These seven verses could be repeated and rewritten in countless places, yet they always land the same way. “Every day,” Dylan sings, “is the same thing out the door.”

Since the 1980s, touring has given life to the songs. Dylan has repeatedly argued that the songs find their life on the stage. New arrangements come and go, new keys, and sometimes even new lyrics keep the songs fluid and vital. Several of these songs on Time Out of Mind became standards – “Cold Iron Bounds,” certainly – lifting concerts years after other songs drifted away. The producers of Fragments have included a disc of live cuts of every song on the record save “Dirt Road Blues,” which was never played live, spanning 1998 through 2001. The versions offered feature fantastic performances and illustrate how strong Dylan’s band was during this period. At first listen, several live cuts seem like audience tapes or rough soundboard recordings – existing just under the threshold of what would be expected technically from a set like this one. Still, the sound tends to craft its own mood, which works with the material. Immediacy trumps aural perfection, and Dylan’s voice conveys the material’s infinite, ricocheting meanings night after night. Together, these performances (especially the fiery 1998 version of “‘Til I Fell in Love With You” from Buenos Aires) underscore the strength of the bones of these compositions as much as demonstrate Dylan’s argument that the stage remains the true test.

Mostly rave reviews met the release of Time Out of Mind in the early autumn of 1997. The record engendered lots of “Dylan’s best since Oh Mercy” (or Infidels, or Blood on the Tracks, or…). A look at the release schedule of 1997 is instructive. A year dominated by Radiohead’s OK Computer and the early apex of electronic(a) records (The Chemical Brothers, Prodigy, and Spiritualized each released significant records that year) also saw several high- profile legacy acts. Paul McCartney, on the heels of the Beatles Anthology project, released Flaming Pie, garnering his best reviews in fifteen years. In addition, the same week as Time Out of Mind, the Rolling Stones released Bridges to Babylon. This record featured an updated sound courtesy of the Dust Brothers, the production team fresh off Beck’s Odelay. Thus, as Dylan pushed Lanois to consider Beck’s method and ended up with something not Beck-like at all, the Stones grabbed the same production team and ended up with something different and also not like Beck. These three records, however, illustrated the hard road facing “aging” musicians attempting to remain vital 35-plus years into their careers. This consideration of age defined the reception to the Rolling Stones, who had long dealt with “comebacks” and the “too old” wisecracks of critics. McCartney experienced less of this discussion, though he weathered constant comparisons to work decades earlier. Dylan encountered a bit of both. His reviews routinely raised his age (he turned 56 a few months before the record release) and debated how this new collection fit into his oeuvre (with almost uniformly positive acclaim). Then news of his battle with histoplasmosis pericarditis, something he suffered through after the recording sessions ended, gave plenty of critics a new way to frame the record: Dylan had just written (untrue) a masterpiece about his mortality (possibly true, though unconnected).

The news of Dylan’s heart ailment, a much more headline-grabbing idea than the (still very serious) inflammation of the sac around the heart, gave critics the framing necessary to recontextualize the record as a record of impending death and doom. His Buddy Holly comment at the Grammys, then, had added significance. “I just want to say that when I was 16 or 17 years old, I went to see Buddy Holly play at Duluth National Guard Armory and I was three feet away from him,” Dylan noted, “and he looked at me.” “And I just have some sort of feeling,” Dylan continued, “that he was – I don’t know how or why – but I know he was with us all the time we were making this record in some kind of way.” Dylan clearly connected to Holly, who would have only been 61 at the time if he had lived. Still, instead of seeing that memory as a melancholic moment, it could very well serve as a memory of creative inspiration. Seeing Holly zapped Dylan back to the moment of becoming. Perhaps instead of a record of gloom, it was more a record of invention as he placed Holly front and center as a standard bearer of creativity rather than a hero gone too young. Still, death hung over the record in spirit and content, even if disconnected entirely from the specific moments conjured up by critics and reviewers. A key element of the conversation dealt obviously with the lyrics, but the production, too, gave heft to the claims of melancholy. Lanois’s shadowy production offered candlelight cast upon stone: no straight lines, each sound collapsing into the other. “It is a spooky record,” Dylan told David Gates in 1997, “because I feel spooky. I don’t feel in tune with anything.”[6]

The production is such an integral part of this record that it remains challenging to cleave the two apart: the songs from Lanois, Lanois from the songs. Dylan’s presence, of course, is central. If Lanois gets much of the credit (and maybe all of the discredit from those unhappy with the smudged fingerprint-laden tone), it bears repeating that Dylan established the impulse for the sonic continuity of the album. “But there is nothing contemporary about this record,” Dylan told Edna Gunderson. “We went back to the way a primitive record was made, before the advent of technology….And the whole record is live. That adds a certain ambience to everything.” One of the more provocative inclusions on Fragments is a remix of the entire record (without the original mix included). Remixed by Michael H. Brauer, who had worked on previous projects, including the fourth volume of the Bootleg Series (the 1966 Manchester Free Trade Hall performance), the new mix is both subtle and radical. Less a Giles Martin revisionism (a restructuring of the record that deepens the sound while uncovering various aural oddities), Brauer’s remix repositions the instrumental commotion so central to the original record. With multiple pedal steels, guitars, organs, and drums populating most tracks, with much of it bleeding over into the vocal mic, everything crashes into each other. One of the joys of the Lanois mix is this clatter where multiple pedal steel guitars, itself an audacious choice, blur with the other guitars and keyboards. Fretted notes, buzzy reverb, whispered slides: each sound bending into the other and becoming a sound larger than itself. Brauer gives more focus to this roar and allows new ways of listening to particular songs within this reinvention. The producer has alluded to a directive from Dylan’s team to “simplify” the sound (and the production team’s decision to incorporate this new mix shows their commitment to the results). In the remix, each song becomes a detective story: was that organ always in the mix in “Dirt Road Blues”? Listening can become a bit of a thrill. Still, to my ear, nothing surpasses or eclipses the original Lanois production. The new songs have their own shine, but the original murky mix retains its rightful place.

The legacy boxset, a mainstay of artists’ catalogs for at least four decades, is no longer a given. The last couple of years have seen an uptick in conversation about the meaning, sustainability, and need for such pricey retrospectives. Dylan spearheaded the entire concept of these collections back with Biograph in 1985 and the first Bootleg Series six years later. Since then, Dylan and his team have put out fourteen volumes of unreleased material. Ultimately this latest volume is one of the most consistently listenable volumes of the entire bootleg series, working both as a historical document and a coherent record. It combines the strengths of the best previous sets: the inclusion of different sessions that don’t alienate the more casual listener. Volumes such as 2015’s The Cutting Edge, which focused on 1965-1966 sessions, and 2018’s More Blood, More Tracks, focusing on Blood on the Tracks, filled significant historical holes, even if repeated listens often required breaking sessions down into more selective playlists. Fragments, on the other hand, is through and through a stunning achievement that helps explain the origins of the record and provides unique perspectives to understanding the context of the original album. Still the question remains: is there a future for these types of boxsets? Dylan’s career certainly provides ample content: a box on Street Legal, say, the Dylan and the Dead tour, or some new configuration that refracts other fascinating aspects of his past. But is there an audience?

In 2020 and 2021, during the Covid lockdown in the United States, I returned to Time Out of Mind as balm, as a distractor. It seemed to hold a particular resonance, much like, say, REM’s New Adventures in Hi-Fi, another record of movement and stasis, sonic blasts and meditative spaces. For reasons known and unknown, I obsessed over “Highlands,” with its luxuriating pulse and seemingly endless verses. A grand finale of sorts, the song pushes against the dark mortality of the rest of the album. It’s funnier, for one thing, as it careens across the various set pieces. But it also offers the crack that diffuses the darkness. The final lines of “Highlands,” and thus of the entire record, end in sunlight. A different sun for the narrator than before, to be sure, but he also has “new eyes”: a reminder, perhaps, that no matter how much anguish envelops Time Out of Mind, the record would not work without the light. The final lines of the record offer the unclenching fist, And that’s good enough for now. To its credit, Fragments only heightens the contrasts that define the album. Hearing these different takes only complements what makes Time Out of Mind work. Even the remix serves the songs. Historical revisionism in the greatest of ways, Fragments allows a deep dive into what makes the original record work while maintaining the ghostly integrity of the music at the heart of the project. And that’s good enough for now.



[2] Salt Lake Tribune, 10/19/1997.


[4] “Initially dismissed by reviewers as a failure,” Tenschert writes, “it has since grown into a wildly successful pop hit. It’s the song that’s loved by the masses, but hated by Dylan purists.” See also: love-why-so-much-dislike-for-it-on-the-forum.197992/page-3.

[5] Billy Joel’s version (on his third greatest hits compilation) predated Dylan’s release by one month. In his list of “Dylan’s Worst Songs,” critic Alfred Soto notes that “Garth Brooks, Billy Joel, Bryan Ferry are among the artists who have covered a plaint so generic that Garth Brooks, Billy Joel, and Bryan Ferry sing it exactly the same.