Acoustic Sounds

Bob Dylan

Fragments: The Bootleg Series, Vol. 17



Label: Columbia / Legacy

Produced By: Bob Dylan and Daniel Lanois (original recordings), Jeff Rosen and Steve Berkowitz (reissue)

Engineered By: Mark Howard and Chris Carrol

Mixed By: Michael H. Brauer (disc 1), Steve Addabbo (discs 2-3), Chris Shaw (disc 5)

Mastered By: Greg Calbi (discs 1 and 5) and Steve Fallone (disc 1) at Sterling Sound, Mark Wilder (discs 2-4)

By: Malachi Lui

March 19th, 2023





‘Fragments’: Bob Dylan’s ‘Time Out Of Mind’ Restored

Volume 17 of 'The Bootleg Series' is a thoroughly fascinating listen

The best reissues provide fuller context to the material, guiding listeners to (even) more favorably reassess the work without seeming forceful. It’s not an easy task, but Bob Dylan’s Bootleg Series, produced by Dylan’s manager Jeff Rosen and Steve Berkowitz, has done it for 30 years. As more recent installments have generally grown in size and curation quality, the series has become essential for anyone with more than a passing interest in Dylan. The latest set, Fragments: The Bootleg Series Vol. 17, is the definitive collection of session material and tour recordings surrounding Time Out Of Mind.

Upon its 1997 release, critics and the general public hailed Time Out Of Mind, produced by Dylan and Daniel Lanois, as a deeply poetic late-career (really mid-career) masterpiece on mortality and the human condition. Dylan’s writing here warranted the praise, some of which was also gratitude for his continued existence—between the album’s completion and release, he suffered from a fungal infection around the heart that some media reports say nearly killed him. Time Out Of Mind launched Dylan’s renaissance as an artist still relevant in the present, and quickly went platinum.

When Dylan and Lanois excitedly accepted Time Out Of Mind’s 1998 Album Of The Year Grammy, the former expressed appreciation for the latter’s efforts. Lanois’s crucial role in supporting these songs and encouraging Dylan throughout the LP’s development can’t be erased. Yet during the sessions, Lanois’ dense perfectionism clashed with Dylan’s direct spontaneity. Lanois got frustrated when Dylan slowed down and lowered the key of “Not Dark Yet.” Dylan said, “We did it in E flat. And we did it in B flat. And you know what? If you ain’t got it now, you ain’t getting it.” Regarding the outtake “Mississippi” (rerecorded for 2001’s Love And Theft), Dylan recounted, “[Lanois] thought it was pedestrian… He tried to convince me that the song had to be ‘sexy, sexy, and more sexy’… He had his own way of looking at things, and in the end I had to reject this because I thought too highly of the expressive meaning behind the lyrics to bury them in some cauldron of drum-theory.”

For the 11 songs that made the final LP, Lanois buried the recordings in all sorts of hazy echo, rendering the final result thin, sterile, and unexciting. Combined with the length of the songs—only two of them are shorter than five minutes long—Time Out Of Mind seemed to drag on for ages. I’ve always found the original mix difficult to listen to, as the processing hid the songs’ essence and was sonically uninviting. Dylan also didn’t care for Lanois’ final mix, and hasn’t worked with a producer since.

Fragments: The Bootleg Series Vol. 17 is available in several configurations: standard 2CD and 4LP packages with the same material, a deluxe 5CD box set with more outtakes and live tracks, and a limited edition 10LP set mirroring the 5CD box (you can also stream everything at 96kHz/24bit). Fragments’ centerpiece is Michael H. Brauer’s new remix of Time Out Of Mind, which forgoes most of Lanois’ original effects for a sound closer to what Dylan wanted. Mixed from new hi-res transfers of the analog multitracks, it’s far more organic and involving yet doesn’t ruin the original’s sense of atmosphere. Brauer’s mix isn’t simply a novel technical difference, rather a restoration in the best sense of the word; here, the songs become more gripping, the emotions more directly clarified. This is the ultimate version of Time Out Of Mind, opening it up to more listeners that struggle with Lanois’ suffocating original mix. (One could argue that Lanois’ mix has more soundstage depth but only because everything is swamped in processing.)

Discs 2 and 3 of the 5CD Fragments box feature previously unreleased alternate takes and outtakes documenting both the initial 1996 sessions at Teatro Studios in Oxnard, California and January 1997’s main sessions at Miami’s Criteria Studios. As Douglas Brinkley’s liner notes explain, Dylan constantly changed these songs’ arrangements and lyrics, often take-to-take. The lyrical alterations illuminate the songs’ dimensionality and adaptability to different contexts, but perhaps more interesting is how the different arrangements completely change a song’s feel. The multiple takes of “Mississippi”—all better than the Love And Theft version—range from slick, measured, and rather boring (Version 1, Disc 2, 1/11/97) to looser and more engaging, but still seeming held back (Version 2, Disc 3, 1/13/97). You hear how “Standing In The Doorway” evolved from “Dreamin’ Of You” (Disc 2, 10/1/96), with the overall pace and structure as well as some of the lyrics carried over. Version 1 (Disc 2, 1/13/97) of the former that sounds like the halfway point between its “Dreamin’ Of You” iteration and the album recording; it’s not as successful as the LP’s slow and meditative take, but there’s more desperation and urgency noticeable through some later-deleted lines. Of the many included versions of “Can’t Wait,” I gravitate towards the very bluesy and slow recording on Disc 3 (Version 2, 1/14/97), with more straightforward vocal delivery. Compare that to Version 1 (Disc 2, 1/21/97), which sounds more sinister.

The further you dive into these alternate takes, the more rewarding it gets. Take 1 of “Make You Feel My Love” (Disc 3, 1/5/97) is gentler and less croaky than the album take (not that I object to scratchy-voice Dylan), while Version 2 (Disc 3, 1/13/97) of “Standing In The Doorway,” recorded the same day as the aforementioned Version 1, sounds close to the album version albeit still with different lyrics. Even the relative failures are fascinating. Version 1 (Disc 2, 1/18/97) of “Trying To Get To Heaven” is faster and stuffy, with annoying tambourines thrown on top of it; likewise, Version 1 (Disc 2, 1/11/97) of “Not Dark Yet” is a dull midtempo rocker (one suspects that these arrangements are closer to Lanois’ initial vision for these songs). The outtake “Red River Shore” is an evocative 16-verse narrative song that flows like an old country or folk tune, except it drags on for a taxing seven minutes (of the two newly released versions, I prefer Version 2 on Disc 3). Discs 2 and 3 are packed to the brim and yes it’s a lot of material, but it doesn’t feel overbearing

Disc 4 features live versions of Time Out Of Mind songs from 1998-2001. This is the disc I’ve returned to the most. There’s a much slower, somber version of “Trying To Get To Heaven” (Birmingham, September 20, 2000), a spectacular rendition of “Standing In The Doorway” (London, October 6, 2000), a fiery take on “Cold Irons Bound” (Oslo, May 19, 2000), a version of “Mississippi” (Washington, DC, November 15, 2001) that truly fulfills the song’s potential, and most notably a brisker “Highlands” (Newcastle, Australia, March 24, 2001). The latter is complete yet six minutes shorter than the studio version, and this pacing reveals more of its humor. If you’re a huge Dylan and Time Out Of Mind fan, this disc alone might be worth the price of the box. (Note that there’s no live recording of “Dirt Road Blues” because according to his site, he’s never played it live.

Disc 5 collects all the material from this era previously released on 2008’s Tell Tale Signs: The Bootleg Series Vol. 8. It’s nice to have it consolidated onto one disc, but it’s a tedious listen. Multiple renditions of the same songs appear back-to-back, and three six-minute takes of “Mississippi” (the acoustic Version 1 is sparse, Version 2 features a more detached vocal performance, and Version 3 sounds more pastoral) in a row can get exhausting. Surrounding those are two seven-minute takes of “Red River Shore,” two of “Marchin’ to the City,” two of “Can’t Wait,” and one of “Dreamin’ of You.” I hope all the “Mississippi” and “Can’t Wait” fans are satisfied now, as Fragments has a whole CD’s worth of material between just those two songs. Disc 5’s difficult sequencing requires true commitment, so file this one under “for completists only.”

I’m sure the vinyl box and 96kHz/24bit files sound better than the CD box, but the sound on the CDs is generally satisfactory. Discs 2 and 3 have more CD grain (flat soundstage, harsh edge on Dylan’s voice, overall thick presentation) than the others, but are still acceptable. Some of Disc 4’s tracks sound like audience recordings (probably from MiniDiscs), giving a “you are there” sense even if not the conventional audiophile type. CD resolution is beyond adequate for most of that disc. Generally, the sound was good enough that I listened through the entire box without thinking much about sound quality issues.

The Bob Dylan Bootleg Series has consistent and simple packaging; one hardcover book with liner notes and memorabilia, another hardcover book holding the CDs, and a slipcase for the two books. No superfluous extras necessary. Douglas Brinkley’s liner notes provide a decent overview of the album’s history, though I wish it was a bit more specific. Of course, more specificity risks getting into the “here’s what Bob ate for breakfast that day…” territory that The Cutting Edge 1965-1966: The Bootleg Series Vol. 12 6CD box’s track-by-track notes got dangerously close to. Steven Hyden’s essay about Time Out Of Mind as Dylan’s “immortality album” is a wonderful read: “You’re right, boomers—I missed a lot [of Dylan’s earlier eras]. But here’s one advantage of coming to Dylan in the middle of his career. I’m not trapped by my own memories of what he was like way back when. I don’t have a romantic image in my mind of a distant era when he was ‘better.’ It’s all Bob Dylan to me. And it’s all worth exploring.” There’s also plenty of photos and scans of relevant promotional items and news clippings from around the world.

How much Time Out Of Mind do you need? That’s for you to decide. Fragments is among the most essential Bootleg Series releases, but the 4LP or 2CD configuration, which features Brauer’s album remix and selects some of the best and most different (not always the same thing) alternate takes from Discs 2 and 3 of the bigger set, would satisfy the majority of listeners. For even mildly obsessive Dylan fans, however, there’s no such thing as too much. Personally, buying the 5CD set on a whim (when Amazon sold the whole thing for less than $28, but it’d still be worth paying the much higher normal price) and listening through all six hours of it converted me from someone who merely understood Time Out Of Mind’s significance to someone who genuinely loves the actual record. The length wasn’t an issue; committing myself to listen through most of it in one sitting strengthened my connection to these songs and enhanced my appreciation of their evolution.

Sets like these are best suited for CDs, which you don’t have to flip over every three or four songs. The 10LP box of the big Fragments set seems like overkill, and the CDs sound fine. The live disc is the primary reason I’d recommend the deluxe set, though only if you’ll frequently listen to the rest of the set. You can stream the whole thing to decide before buying, but if you’re on the fence between the 5CD box or the smaller 4LP or 2CD and you can afford the former, you won’t regret splurging a bit.

Music Specifications

Catalog No: 19658706722

Pressing Plant: Sonopress


Channels: Stereo

Presentation: Box Set


  • 2023-03-19 06:54:57 PM

    David L wrote:

    Great review, Malachi. I’ll definitely be checking this out. Used to listen to this album endlessly during the early days of Tracking Angle. Really looking forward to rediscovering it through this Bootleg series release.

  • 2023-03-19 07:08:01 PM

    Silk Dome Mid wrote:

    You bought this from Amazon for less than $28? Wish I had seen it at that price! The production on this album always bothered me, although it was widely praised at the time. I'm interested in the remix and live material, but not all the alternate versions.

  • 2023-03-19 11:32:57 PM

    James Ellis wrote:

    An interesting review - well done. I have to say that I didn't find listening to the 10LP Box tedious in any way. Even, as you point out, with multiple renditions of the same track. I am very grateful that this time it was decided to release the full amount of material on vinyl.

  • 2023-03-20 06:38:55 AM

    Georges wrote:

    Excellent review, as always, I learned a lot about this record but I must admit I haven't listened to it since its release. A gift from heaven that its available (certainly for a short time only) on 10 vinyls (ouch!) with all the tracks from the 5 CDs. Don't miss it!

  • 2023-03-20 04:21:31 PM

    Anton wrote:

    Thanks for a great review.

    I love these 'bootleg' series.

    I'm also a fan of "Mississippi", so bring on the alternate takes!

    There is duplication from Volume 8, but I don't mind.

    Another really well done review.

  • 2023-03-20 08:19:34 PM

    David L wrote:

    As Malachi points out, this is available for streaming, and Tidal has the deluxe edition available as 24/96 FLAC that sounds pretty awesome.

  • 2023-03-20 09:42:17 PM

    Mats Gunnars wrote:

    Thanks Malachi- Some time ago an interviewer asked Mr Bob if he had any favorites among his own recordings. His answer was that he never listened to them. To him, he suggested, the albums were more like demos. The songs were shaped into their being somewhere down the road, played live. I think this collection shows that process beautifully. The struggle in the studio, and the eventual flourishing live. I hope you get a chance to hang out with the LP box. It is quite stunning, IMHO. Parenthetically, Neil Young said he only works on one song at a time. “The songs only care about getting themselves right, they don’t care about the other songs.” My shameless paraphrasing.

  • 2023-03-22 09:34:59 PM

    Alex D. da Silva wrote:

    I have read, and watched, pretty much everything I could before deciding what to get for this Bootleg, went with the 10lps after some consideration, and your review ranks high on my list. Good information and perspective. Thank you!

  • 2023-03-23 12:14:10 PM

    Jeff 'Glotz' Glotzer wrote:

    Great review once again, and I feel like an idiot for not getting the 10 LP Set. I 'needed' to spend $600 on Bob Marley lps... lol. Sigh. The smaller boxed set is great though!

  • 2023-03-24 12:56:36 AM

    Matt wrote:

    Hey Malachi - I'm a fan and appreciator of your work (and a fellow Peggy / Tyler enthusiast) but I had to call out a little issue in your review here. You claim that "Discs 2 and 3 have more CD grain" but if it was grain caused by the format, all five discs would have it equally. If the others don't, it's a mastering issue and not "CD" grain. I know you have an analog loyalist audience to consider but that stuck out for me a little. Also Disc 4 is entirely audience recordings, despite Dylan's own soundboard recs of these show, for reasons known only to the Dylan camp. Please don't mistake my nitpicking for a lack of appreciation, I look forward to reading more of your writing.

    • 2023-03-24 12:58:33 AM

      Matt wrote:

      • or maybe a mixing issue, since Steve Addabbo did only those two discs
    • 2023-03-24 01:53:02 AM

      Malachi Lui wrote:

      "CD grain" is due to sample rate conversion issues. the mastering can be great, but converting hi-res files especially those at a multiple of 48kHz down to a 44.1kHz/16bit CD can cause this audible "CD grain" as i call it. i think discs 2 and 3, possibly due to the way they're mixed (much drier) and mastered, suffered most from possible SRC errors. hope this clarifies my thoughts.

      • 2023-03-24 06:53:09 PM

        Matt wrote:

        Ah - generally artefacts due to resampling are called “aliasing”, as far as I know.