Bob Dylan – under the red sky


“I was maybe a little out of my league, experience-wise, when I did Under The Red Sky. I was really just getting started as a producer. There were mistakes that I made…”
– Don Was, musician and producer of Under The Red Sky.

Handy Dandy

Handy Dandy

Bob Dylan wasn’t taking it easy in 1990.

As well as playing The Fastbreak Tour, a Spring Tour of North America, the summer festivals in Europe, then late summer and Fall tours of the US, he recorded with Brian Wilson, played at Roy Orbison’s tribute concert, guested at a Tom Petty show, shot the promo video for Most Of The Time, played a chainsaw artist in ‘Catchfire’, recorded for the Traveling Wilburys (Volume 3), was awarded the French award ‘Commandeur des Arts et des Lettres’, and played an amazing and lengthy set at ‘Toad’s Place’.


The Recording Sessions

This seems to be the way it went down:

The first session was on 6th January 1990 at Oceanway Studios, Los Angeles. Usable (and released) takes of Handy Dandy, 10,000 Men, Cat’s In The Well and God Knows were all recorded at this session.

Everything else was recorded in March and April at Record Plant Studio, The Complex Studio and The Sorcerer Studio – all in Los Angeles, California.

There were also many overdubbing sessions – on April 30th and then May 1st, 2nd, 3rd, 4th, 8th, 9th, 10th, 14th & 25th.

The list of contributing musicians is long:

Kenny Aronoff – drums
Sweet Pea Atkinson – backing vocals
Rayse Biggs – trumpet
Sir Harry Bowens – backing vocals
David Crosby – backing vocals
Paulinho Da Costa – percussion
Robben Ford – guitar
George Harrison – slide guitar
Bruce Hornsby – piano
Randy Jackson – bass guitar
Elton John – piano
Al Kooper – organ, keyboards
David Lindley – bouzouki, guitar, slide guitar
David McMurray – saxophone
Donald Ray Mitchell – backing vocals
Jamie Muhoberac – organ
Slash – guitar
Jimmie Vaughan – guitar
Stevie Ray Vaughan – guitar
Waddy Wachtel – guitar
David Was – backing vocals, production
Don Was – bass guitar, production

Most of the musicians were in the studio at the same time as Dylan, but others, like Elton John, over-dubbed their parts later.

The mysterious house.
The mysterious house.

The Songs – A Personal View

Wiggle, Wiggle

I don’t know why the critics were surprised by this song or took such issue with it. Lightweight, funny, talking or rocky blues songs have been on most of his albums since 1962:

‘Honey, Just Allow Me One More Chance’, ‘I Shall Be Free’, ‘Outlaw Blues’, ‘Motorpsycho Nightmare’, ‘On The Road Again’, ‘Obviously 5 Believers/Temporary Like Achilles/Leopard Skin Pillbox Hat’, ‘Down Along The Cove’, ‘Country Pie’, ‘Winterlude’, ‘You Angel You’, ‘Buckets Of Rain’, ‘Mozambique’, ‘Please Mrs Henry’, ‘Man Gave Names To All The Animals’, ‘Dirt Road Blues’, ‘Summer Days’, ‘Rollin’ and Tumblin’’, ‘Soon After Midnight’…it’s pretty much a trademark.

Along with Leonard Cohen, Nick Cave and Tom Waits, I think Bob Dylan is one of the funniest writers in ‘popular’ music and ‘Wiggle, Wiggle’ is a legal move.

It’s a simple song but I would rather hear this than, say, the sanctimonious ‘Disease Of Conceit’. The production, although pretty harsh to my ears, isn’t too interruptive and the drums are simply ace.

Kenny Aronoff, in particular, has done a great job on these recordings – his drums are groovy and driving and solid as a rock.

In fact, the playing on all the songs is excellent and the musicians were clearly aided by some brilliant engineers, as the original and released mixes testify to the capture of some very nice sounds.

‘There’s a hole where Slash has disappeared’

Slash contributed a solo to the track which never made it onto the final mix.

Slash talking before the album’s release:

“I walked in at about 2 p.m. and… I noticed this little guy wearing leather gloves and a hooded surfer’s sweater, which struck me as odd because it was warm out. Finally, I realized it was Dylan.
I thought, “What’s going on here?”
Anyway, Dylan and I spoke — he was pretty quiet. George was laying down some slide, and we started just getting drunk and stuff. Then they asked me to play a song with a pretty silly title, “Wiggle, Wiggle.”

I just learned it on the spot. It was such a simple, yet superb I, IV, V progression that there is really nothing much to say about it.”

“When I went to play the lead, Bob came up and asked me to play like Django Reinhardt! l couldn’t figure out where he was coming from. I didn’t hear that at all! So basically, I just laid down the part I thought should be there. Everybody seemed to be happy with it. It was just a funny day, but the song got done and hopefully it will make it on the album.”

Slash talking after the album’s release:

“Dylan? I hated it. He was impossible to work with. He was impossible to talk to. He was absolutely no fun to be around. He had no idea what was going on, as far as I could tell. I did a really good solo for him and he took it off at the very last minute.
He said, ‘It sounded too much like Guns N’ Roses.’
Well, why did you call me?”


Under The Red Sky

Don Was:

“Before George (Harrison) had even gotten a sound on his guitar or heard the song, Bob sat down behind the board in the engineer’s seat, hit the record button and said, “Play!”

Apparently, it was not the first time Bob had done this to George.

All things considered, it was a respectable solo but the guitar was way out of tune and, well, George didn’t even know what key the song was in!

Bob indicated that the solo was perfect and that we were done.

George rolled his eyes, turned to me and asked, “What do YOU think, Don?”

Suddenly, all the oxygen was sucked out of the room. The Concert For Bangladesh was sitting two feet away from me awaiting some words of wisdom! How am I gonna tell George Harrison that his solo wasn’t up to snuff? What if Bob really DID think it was a good solo? Was I missing something?

Finally, I decided that I wasn’t hired to be their adoring fan. I had to step up to the plate as their producer – “It was really good but let’s see if you can do an even better one,” I said.

“THANK YOU,” answered George.

Bob laughed, rewound the tape and let Ed Cherney, the engineer, have his chair back. It was a life-changing lesson in record producing: gentle, respectful truth shall set you free.
George nailed the solo on the next pass.”

It is clearly written in the form of a children’s fairy tale, even starting with the classic lines from ‘Mother Goose’: “There was a little boy and there was a little girl…”, and the lines are repeated, nursery-style.

Immediately, I am taken back to childhood imaginings – by the words at least -and it’s a nice trick.

Michael Gray, in particular, has written at length about the use of Biblical and fable imagery on this album and his arguments are pretty persuasive.

I can’t imagine Bob Dylan writing most of these songs – 10,000 Men, Wiggle, Wiggle, Under The Red Sky, Unbelievable, Handy Dandy, 2 X 2 or Cat’s In The Well and filling them with fairy tale or fable imagery and rhyme by accident.

On the original take, his delivery sounds very…fatherly. It sounds as though he’s telling a story, tenderly, to a child.

The final version has some over-dubbed vocals with elongated vowels at the end of most of the lines, which changes the feel considerably.

The album is dedicated to his (then) four year old daughter, Gabby Goo Goo. Four years old is a prime ‘fairy story’ age and though I don’t believe the album was written or recorded specifically ‘for’ his daughter, I can imagine that he had her on his mind and was, when he was able, reading a lot of nursery rhymes and children’s stories.

It definitely has an innocent mood and I think Don Was hit the nail on the head when he said:

“One of Bob’s great virtues as a songwriter is that he creates these impressionistic pieces that provide a rich tapestry of images while leaving plenty of space for you to drape your own meaning. In many ways, you could attribute Bob’s enduring popularity to his ability to allow each listener to become kind of a co-writer. Maybe that’s why he bristles at that whole “spokesman for a generation” thing. In truth, he’s created a body of work that enables everyone to be their own spokesman. He can do this with a complex song like “Visions Of Johanna” or incredibly simple ones like “Under The Red Sky”

From 'Backtrack' or 'Catch Fire' or whatever the hell that film is...
From ‘Backtrack’ or ‘Catch Fire’ or whatever the hell that film is…


On the unmixed take the piano at the start is great, setting the groove and leading the band. Dylan’s harp sounds more organic on the earlier mix, but overall I think the final, released mix is better, with the guitar riff underlined and I really like the repeated rockabilly guitar phrase that Waddy Wachtel plays.

Don Was described the session:

“Day three was “all Jews day”: sounds like summer camp, doesn’t it?
Al Kooper, Kenny, Waddy Wachtel, Bob and myself with David and Ed Cherney in the control room. We didn’t order any gefilte fish from canter’s deli but we did have fun.
It was a prolific day that yielded Under The Red Sky and Unbelievable.”



Born In Time
(originally scheduled for inclusion on Oh Mercy!)

“...the foggy web of destiny

The original take was much more bluesy and piano-led and sounds far less sentimental, to my ears. It has a sombre and intimate feel that draws me in. The released version is sparkled up and reverbed and it loses its power. I prefer a more basic and less effected sound – always have.

Don Was:

“Day 4 was Robben Ford, Bruce Hornsby, Kenny and Randy Jackson on bass. We cut ‘Born In Time’, ‘TV Talking Song’ and a very cool Grateful Dead-style extended instrumental that featured Bob on harp.
At the time, I didn’t even know that Born In Time was left over from Oh Mercy! I’d never even heard that version ‘til someone played me a bootleg copy a few years ago.

At the session, he [Dylan] just sat down at the piano and played it for everyone. Once the groove was established, Bob yielded the piano bench to [Bruce] Hornsby and picked up an acoustic guitar for the take. There was so much going on at that moment that I didn’t really focus properly on the lyrics as they were going by. It took years for me to realize how deep that song is. I mean, really fucking deep.

For a while, I felt that we didn’t do it justice in the studio. I’ve listened to it recently though and it’s right on the money. There is a world-weariness in Bob’s vocal that is integral to the song, you know…”You can have what’s left of me”.

Getting that point across is more important than any little ‘production’ gimmicks that may have been overlooked. It’s a mood that foreshadows the sensibility of Time Out Of Mind. It’s certainly the crown jewel of Under The Red Sky.”

Robben Ford:

“…finally Bob arrived, and he had on like a sweatshirt with a hood, a baseball cap, these kind of jogging pants. And motorcycle boots. Kind of an odd combination.

When we started recording, Dylan, basically, would just start some kind of a vamp going on the guitar. The whole band was out in the room, in contact with each other, there wasn’t a lot of separation. And Bob has a table in front of him, with pages and pages and pages of lyrics, and he would just start some kind of a thing going on the guitar, and we’d all fall in behind him, and just start jamming. And as soon as he kinda liked what was happening, he’d start picking up lyrics, going through the pages, and just start trying to sing it over whatever we were doing. If he didn’t care for that one after a while, he’d put it down, pick up another page, and start trying something with that. So, literally, we just jammed.

At first, it was very hard to tell what he was thinking, because he just didn’t say a word to anybody. But I got the impression he was happy to be there. And when something would start happening that he liked, he would get very animated. You could tell he was excited. He’d pick up the harmonica and start blowing, and start trying to sing his lyrics, that he’s reading off the pages. And there were literally, pages and pages, loose pages, they weren’t bound or anything. There must have been 40 or 50 pages on the table, and he’d just start fishing through them and start singing them.
He had a suggestion for the guitar solo on that, and he kind of sang it to me, and I thought it might work if we used a delay – he had these back and forth notes going on, and I thought we might use a delay for the second and fourth notes – and he said, “Okay. We’ll try that.”

Although I do like this song, I don’t think it fits with the rest.

It's all the Wilbury's fault.
It’s all the Wilbury’s fault.

TV Talkin’ Song

“T.V. Talkin’ Song” had a far more sinister ending in its original version, with the speaker being hanged from a lamp-post. I didn’t think he was improving on it after a certain point. I think it lost something.” – Don Was.

That Tell Tale Signs didn’t have the original version of TV Talkin’ Song on it, borders on criminal negligence, especially when there is a cheesy, jangly, Lanois-soaked outtake of Born In Time that serves only to illustrate why it was rejected in the first place.

The vocal delivery, originally, is really well timed and in a lower register and sounds better.

On the album, it sounds like he is reading off his sheet and singing over a backing track, rather than being part of it. The timing is off and, to me, it sounds awful. I can’t bear to listen to it.

The released version is drum-led, rather than piano and guitar led, and lacks any atmosphere. The simmering, rich and expressive groove is replaced by click-track banality.

The ending of “…later that evening, I watched it on TV” was funny on Black Diamond Bay, it isn’t on this one.



10,000 Men

A blues shuffle with David Lindley on slide and Jimmie and Stevie Ray Vaughan on rhythm guitars. It builds nicely and, again, has children’s book lyrics. I think Dylan’s voice is a little thin, but otherwise, it sounds good.

It’s frustrating because it could be great. The words and the musical treatment just seem at odds.

David Lindley:

“He was real personable. A lot of people get the impression he has a star complex, but he really doesn’t. He’s not like that at all. He’s just saving his energy for what he’s doing, because it’s like kung-fu, y’know. People come at him from all angles and directions and he has to deal with them. We’d talk about all sorts of things, mainly music and guitars: which ones sound good when you play them a certain way, which strings you use.

Dylan would organise stuff in the studio as we were going along, as he heard certain things. He’d shuffle verses around a lot. It was amazing to watch him do it, quite a process. He was always working on stuff, organising verses and finishing things, changing words if he felt they worked better. And it was all done within the structure of what was going on. He was pretty impressive, shooting from the hip.
There was always the freedom to bring your own ideas to the table. Dylan was very approachable in that respect. We’d talk in the studio. He’d say simple things like “I like that” and “Yeah, do that”.

It was Dylan who was the ultimate authority, always. Don deferred to Dylan in that respect. But sometimes he would insist he was right, in a very nice way. On those occasions, Dylan would listen to it and then say “No, no, I like my way of doing it.”

It's still all the Wilbury's fault.
It’s still all the Wilbury’s fault.

2 X 2

How many paths have they tried and failed? How many other brothers and sisters linger in jail?
How many tomorrows have they given away? How many compared to yesterday?

I think the released mix is better than the original. The re-done vocal sounds more assured and the mix has tightened up the sound. I like Elton John’s piano solo, which was added at an over-dub session.

God Knows
(Originally scheduled for inclusion on Oh Mercy!)

God knows the secrets of your heart, He’ll tell them to you when you’re asleep

Don Was:

“We never discussed anything about ideas or themes. There was just an unspoken understanding between us. Bob never played us any of the songs in advance and David and I never told him who the musicians were gonna be. God Knows was our audition. You should’ve seen the room that day. Stevie Ray and Jimmy Vaughan on electric guitars, David Lindley on a Weissenborn slide, Kenny Aronoff …Bob played acoustic piano and sang. I played bass. Nobody knew the song. Bob played it on the piano for us once through and then we cut it.

The modus operandi for all subsequent sessions was immediately established: listen to Bob and respond sympathetically. I suspect that’s how he’s made most of his records.

The first take was a mess – too many musicians.

For take two, we began with just Bob and Stevie Ray and built up the arrangement very, very slowly. His singing was great. It was a keeper take. The rough mix from that moment is the mix that appears on the album. David and I were jazzed.

I can’t speak for Bob but he had the option of splitting after that. Instead of going home, he went on to cut Handy Dandy, Cat’s In the Well and Ten Thousand Men with us that same afternoon. So I guess he dug what was happening.”

Courtesy of Dag 'Tiny' Braathen.

Courtesy of Dag ‘Tiny’ Braathen.

Handy Dandy

“He’s got that fortress on the mountain,
With no doors, no windows, no thieves can break in”

“I remember, just before we recorded Handy Dandy, Bob remarked about how, years earlier, he’d been to a Miles Davis session. The band improvised for an hour and then Teo Macero, the producer, took a razorblade to the tape and cut it into a coherent five-minute piece. It allowed the musicians to stretch out without worrying about whether they were adhering to a set arrangement.
We decided to try something similar with Handy Dandy. It was originally 34 minutes long and had some amazing solos by Jimmy and Stevie. We picked the most appropriate four minutes and cut that together.”

I would love to hear the 34 minute version! This is not just my favourite song on the album, but one of my favourite Dylan performances ever. I love the phrasing, the smile in his voice, the lyrics and the playing. It’s a hoot.

The piano and organ mirror Like A Rolling Stone, which is slightly odd but really enjoyable. As Like A Rolling Stone’s riff was originally heavily influenced by La Bamba – or many early Rock N Roll cuts – it has a ‘throwback’ feel, which I doubt is accidental. The whole album seems to be looking backwards to some degree.


Cat’s In The Well

Stevie Ray Vaughan sounds fantastic on this song, his playing fluid, funky and perfectly timed. When I hear this song, I always wonder if they would have recorded together again. I think SRV’s style, tone and timing were perfect for Dylan’s tunes.

Bob Dylan: ‘He was a sweet guy. Something else was coming through him besides his guitar playing…’

Amen to that.

Robben Ford:

“I remember really not wanting the day to end. There was something about being there with the guy that just had its own power. As I said, he didn’t talk to people. He never really spoke to anyone except for Don, the producer. But, still, there was an aura to the environment around him, you felt like you were part of something really special. I’ve been around a lot of famous people and played for them – Joni, George Harrison, Miles Davis – but Dylan really was unique”.

Say 'Cheeeeeese'.  Photo by Allen Ginsberg, 1990.
Say ‘Cheeeeeese’. Photo by Allen Ginsberg, 1990.

Too Much Of Nothing

I’ve found it hard to work out how I feel about this album. I’ve listened to the early mixes, the Tell Tale Signs versions, the released LP on vinyl and the 2013 mp3 remasters and I have come to the conclusion that the album doesn’t work, for me anyway.

In 1985, Dylan said that he would like to do an album of children’s songs, but that his label wouldn’t be able to market it. Well, now he’s a bona fide rock ‘legend’ and seemingly in line to get every award known to man, he could.

And I’d buy it. I bought the Christmas one.

I think he tried to do it with this album but ended up getting a mixed up confusion.

I find it hard to believe that Bob Dylan went into the studio with a bunch of new ideas – songs based (thematically and stylistically) in dark children’s tales – and heard them in his head as big production rockers. I think he just had a good time with some great players and went with it. Maybe he was just too Wilburied out.

If he recorded the songs (without the Oh Mercy rejects) now, with his current band, who are so adaptable and musically sensitive to him and his songs, it would be a triumph. His voice would suit it, too – Rumplestiltskin in a wolf suit.

As it is, it’s a bit of a puzzle that I rarely feel the urge to hear. It’s a shame because the writing is stylised, simple and really interesting; the music and playing really great but…not when put together.

It Just. Don’t. Fit.

Cat’s In The Well

The cat’s in the well, the wolf is looking down
The cat’s in the well, the wolf is looking down
He got his big bushy tail dragging all over the ground

The cat’s in the well, the gentle lady is asleep
Cat’s in the well, the gentle lady is asleep
She ain’t hearing a thing, the silence is a-stickin’ her deep

The cat’s in the well and grief is showing its face
The world’s being slaughtered and it’s such a bloody disgrace

The cat’s in the well, the horse is going bumpety bump
The cat’s in the well, and the horse is going bumpety bump
Back alley Sally is doing the American jump

The cat’s in the well, and Papa is reading the news
His hair’s falling out and all of his daughters need shoes

The cat’s in the well and the barn is full of bull
The cat’s in the well and the barn is full of bull
The night is so long and the table is oh, so full

The cat’s in the well and the servant is at the door
The drinks are ready and the dogs are going to war

The cat’s in the well, the leaves are starting to fall
The cat’s in the well, leaves are starting to fall
Goodnight, my love, may the Lord have mercy on us all

Copyright © 1990 by Special Rider Music


Bob Dylan – before playing Wiggle, Wiggle in concert:

This is a big hit for me back in the States. Sold about 9 million! It’s all about fishing.

This is my ecology song for tonight. It’s my one and only ecology song right here off of my last record. Thanks for making that record such a big hit!! Now I’ve done my duty!

Thank you everybody! This song is off my new latest smash record!! It’s up to about 10 million now. It’s gonna sell a whole lot more before it’s through. Well, it would be nice if it did anyway.

Thank you! Thank you everybody! That was one of my anti-religion songs. Here’s one of my fishing songs.


Copyright information and other trivial factoids

The album ‘under the red sky’ was not included in the Sony-BMG merger.

The album as a unit was copyrighted on 15th October 1990.

The album photographs were copyrighted to Bob Dylan. The front cover, originally thought to be Israel, is generally believed to be the Mojave Desert.

The location of the rear photograph is unknown to anyone who doesn’t know it.

The album is dedicated to Gabby Goo Goo, who is almost certainly Bob Dylan and Carolyn Dennis’ daughter, Desiree Gabrielle Dennis-Dylan. She was born on January 31, 1986.

Dylan played accordion on all the tracks that have accordion.

He only played 10,00 Men once in concert – at Keaney Auditorium, University Of Rhode Island on 12th November, 2000.

He only played Handy Dandy in concert once – in Vigo, Spain at the Recinto Ferial (Fairground) on 27th June, 2008.

Don Was: “We also cut a song called “Heartland” that didn’t make the album but turned up as a duet on Willie Nelson’s Across The Borderline record.”

About this article, Dag Braathen wrote:

The  piece is OK but the ending needs some work. The album is clearly awesome.”


Recording session info from 2 sources:
Michael Krogsgaard: Bob Dylan: The Recording Sessions (Part 9). The Bridge #14, Spring 2003, pp. 6-33.

Interview sources:
Guitar World, October 1990, Rob Hughes, Uncut Magazine and a Guns N Roses Fansite.

Thanks to Dag Braathen & Kathleen.


10 responses to “Bob Dylan – under the red sky

  1. Pingback: Bob Dylan – Under the Red Sky·

  2. Hello Billy, interested to read your thoughts on this album which is one of my favourites of Dylans. The last three songs are possibly the finest conclusion to any Dylan album. For a long time, i didn’t get this album at all. When it came out, and it wasnt another Oh Mercy, I just couldn’t understand it. But after repeated listens, I suddenly got it, and I could then appreciate it for the wonderful work that it is.

    All the best

    Martin Cowan

    • I think the majority of the songs are amazing but I wonder if the musical settings are what he really wanted or heard in his head? I will listen to it again with your words in mind, as I do find it a very alluring album. Thanks for writing.

  3. I enjoyed reading the comments and I think they are a pretty fair assessment. It’s still a hell of a lot better than Down In The Groove. I thought the production was good and the stories amusing. I think Dylan works similarly on all his records, particularly those after 1978.

  4. Cmon. Disease of Conceit is actually a good song and Wiggle wiggle is as good as it’s name suggests

    • I can’t stand the song, although it’s well performed. Thanks for your opinion though.

  5. Wow. I enjoyed this. I have to say that the album generally works for me, with the exception of T.V. Talking Song. But still I agree with most of your personal insights. I have had the same thought about what this album would sound like recorded with his band today. Nice analysis.

  6. So where was the cover shot taken? It was discussed once in great detail at the old Dylan Pool. The conclusion was that it was somewhere in the Mojave Desert like maybe on some backroads on the way to Vegas from California. I would be very interested to know exactly where the cover photo was taken.

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