Empire Burlesque
Encyclopedia
Empire Burlesque is singer-songwriter Bob Dylan
Bob Dylan
Bob Dylan is an American singer-songwriter, musician, poet, film director and painter. He has been a major and profoundly influential figure in popular music and culture for five decades. Much of his most celebrated work dates from the 1960s when he was an informal chronicler and a seemingly...

's 23rd studio album
Studio album
A studio album is an album made up of tracks recorded in the controlled environment of a recording studio. A studio album contains newly written and recorded or previously unreleased or remixed material, distinguishing itself from a compilation or reissue album of previously recorded material, or...

, released by Columbia Records
Columbia Records
Columbia Records is an American record label, owned by Japan's Sony Music Entertainment, operating under the Columbia Music Group with Aware Records. It was founded in 1888, evolving from an earlier enterprise, the American Graphophone Company — successor to the Volta Graphophone Company...

 in June 1985. The album peaked at #33 in the US and #11 in the UK.

Fans and critics continue to debate the album's merits, especially when compared to the styles he pioneered in the 1960s and 1970s. It is one of Dylan's most controversial albums in terms of quality, having a distinct "80s style" production to the songs. The album was unavailable on iTunes until 2006, when it was added as a part of the Bob Dylan: The Collection
Bob Dylan: The Collection
Bob Dylan: the Collection was the fourth iTunes complete digital album, following The Complete U2, The Complete Stevie Wonder, and The Complete Depeche Mode. It came with 763 songs and a 100-page digital booklet. The price was only $199.99, although iTunes usually charges $0.99 per song. This...

 series, but when that was discontinued in 2009, it was made available by itself.

The recording sessions

Before embarking on a European tour in the summer of 1984, Dylan had spent a substantial amount of time recording demos of new songs in his Malibu home, accompanied at times by other musicians.

In rehearsals for the tour, Dylan attempted at least three of these new songs, and he occasionally found time to polish their lyrics during the tour.

When the tour was over, Dylan returned to New York and began work on his next studio album. As Clinton Heylin reports, Dylan recorded in sporadic sessions, as had become his norm, rather than "block-booking studio time" and recording in one concentrated period. The result was "an unprecedented expenditure of" time for recording a Dylan album, from July 1984 to March 1985.

To accommodate the casual nature of this process, Dylan chose to produce the sessions himself.
Arthur Baker
Arthur Baker (musician)
Arthur Baker is an American record producer and DJ best known for his work with hip hop artists like Afrika Bambaataa, Planet Patrol, and the British group New Order.-Early career:...

, who had previously worked with New Order
New Order
New Order are an English rock band formed in 1980 by Bernard Sumner , Peter Hook and Stephen Morris...

 and Afrika Bambaataa
Afrika Bambaataa
Afrika Bambaataa is an American DJ from the South Bronx, New York who was instrumental in the early development of hip hop throughout the 1980s. Afrika Bambaataa is one of the three originators of break-beat deejaying, and is respectfully known as the "Grandfather" and the Amen Ra of Universal...

, was later recruited for these sessions, but much of the production work would actually be Dylan's.

One of his first decisions was to forgo the use of a stable set of musicians. Instead, Dylan recorded with an eclectic mix of studio professionals. An aborted session with Al Green
Al Green
Albert Greene , better known as Al Green, is an American gospel and soul music singer. He reached the peak of his popularity in the 1970s, with hit singles such as "You Oughta Be With Me", "I'm Still In Love With You", "Love and Happiness", and "Let's Stay Together"...

's band was held at Intergalactic Studios on July 24, 1984. A session with Ronnie Wood (formerly of Faces
Faces (band)
Faces are an English rock band formed in 1969 by members of the Small Faces after Steve Marriott left that group to form Humble Pie...

 and currently with The Rolling Stones
The Rolling Stones
The Rolling Stones are an English rock band, formed in London in April 1962 by Brian Jones , Ian Stewart , Mick Jagger , and Keith Richards . Bassist Bill Wyman and drummer Charlie Watts completed the early line-up...

), Anton Fig (best-known as the drummer for David Letterman
David Letterman
David Michael Letterman is an American television host and comedian. He hosts the late night television talk show, Late Show with David Letterman, broadcast on CBS. Letterman has been a fixture on late night television since the 1982 debut of Late Night with David Letterman on NBC...

's house band), and John Paris was held at Delta Sound Studios on July 26.

The Delta session produced two notable tracks: “Driftin’ Too Far From Shore” and “Clean Cut Kid.” The former was set aside and would not be finished until 1986, when Dylan recorded his next album, Knocked Out Loaded
Knocked Out Loaded
Knocked Out Loaded is singer-songwriter Bob Dylan's 24th studio album, released by Columbia Records in July 1986.The album was received poorly upon release, and is still considered by some critics to be one of Dylan's least-engaging efforts...

. The latter had originally been recorded during the Infidels
Infidels
Infidels is singer-songwriter Bob Dylan's 22nd studio album, released by Columbia Records in October 1983.Produced by Mark Knopfler and Dylan himself, Infidels is seen as his return to secular music, following a conversion to Christianity and three evangelical, gospel records...

sessions in 1983, but was not completed until now.

Wood later described his surprise at Dylan's lack of authority during the mixing process. "[The engineers would] say, 'Hey Bob, we don't need this,' and he'd say, 'Oh, okay.' And they'd make a mix to their ears, and he'd just stand outside and let them do it. And I'd be saying, 'Hey! You can't let these guys...Look!! They've left off the background vocals!' or 'What about the drums?!' But there would be something going on in the back of his head which didn't allow him to interfere. And yet if he'd have gone into the control room with the dominance that he had while we were cutting the stuff, it could have been mind-bending."

During one session between July and September 1984 (either at Delta Sound or the Power Station), Dylan demoed a song called "Go 'Way Little Boy," which he donated to cowpunk rockers Lone Justice
Lone Justice
Lone Justice was an American country rock band formed in 1982 by guitarist Ryan Hedgecock and singer Maria McKee.-Early era:They began their career as part of the L.A. cowpunk scene of the 1980s. Lone Justice was inspired by Hedgecock and McKee's mutual affection for rockabilly and country music...

. Dylan would play on Lone Justice
Lone Justice
Lone Justice was an American country rock band formed in 1982 by guitarist Ryan Hedgecock and singer Maria McKee.-Early era:They began their career as part of the L.A. cowpunk scene of the 1980s. Lone Justice was inspired by Hedgecock and McKee's mutual affection for rockabilly and country music...

's recording of "Go 'Way Little Boy," which was ultimately released as a B-side to their single, “Sweet Sweet Baby (I’m Falling)”.

In terms of his own album, the New York sessions had so far been fairly unproductive. After six months of work, Dylan had only a few recordings that were deemed acceptable, and only two would eventually appear on Empire Burlesque. "Sometimes nothing comes out, and other times I get a lot of stuff that I keep," Dylan said at the time. "I just put down the songs that I felt as I wanted to put them down. Then I'd listen and decide if I liked them. And if I didn't like them I'd either rerecord them or change something about them." In November, Dylan returned to Los Angeles and began recording there.

An early session at Ocean Way Studios produced little if any work that was used for Empire Burlesque. Much time was spent covering other artists’ songs, including “In The Summertime” by Ray Dorset (not to be confused with Dylan’s own song of the same name), “Freedom For The Stallion” by Allen Toussaint, and “Help Me Make It Through The Night” by Kris Kristofferson.

Work became much more productive when Dylan continued work at Cherokee Studios in Hollywood. Recruiting Lone Justice
Lone Justice
Lone Justice was an American country rock band formed in 1982 by guitarist Ryan Hedgecock and singer Maria McKee.-Early era:They began their career as part of the L.A. cowpunk scene of the 1980s. Lone Justice was inspired by Hedgecock and McKee's mutual affection for rockabilly and country music...

 drummer Don Heffington for the early December sessions, Dylan recorded an ambitious song he had co-written with playwright Sam Shepard
Sam Shepard
Sam Shepard is an American playwright, actor, and television and film director. He is the author of several books of short stories, essays, and memoirs, and received the Pulitzer Prize for Drama in 1979 for his play Buried Child...

, titled "New Danville Girl" and another song. Acceptable takes were recorded for both songs, though despite positive feedback from his peers, Dylan ultimately omitted "New Danville Girl" from Empire Burlesque.

Regardless, he also found success on the next song, recorded at Cherokee on December 14. Benmont Tench, Mike Campbell, and Howie Epstein, from Tom Petty
Tom Petty
Thomas Earl "Tom" Petty is an American singer-songwriter and multi-instrumentalist. He is the frontman of Tom Petty and the Heartbreakers and was a founding member of the late 1980s supergroup Traveling Wilburys and Mudcrutch. He has also performed under the pseudonyms of Charlie T...

's Heartbreakers, joined Heffington for the session. "Something's Burning, Baby" would evolve into a key track on the album.

Over the rest of the winter, Dylan recorded most of the tracks that were ultimately used for Empire Burlesque. On January 28, 1985, another session at Cherokee produced the master take for “Seeing The Real You At Last.” This was followed by a brief stop at A&M Studios on the 28th and/or the 29th to record his contribution to “We Are the World
We Are the World
"We Are the World" is a song and charity single originally recorded by the supergroup USA for Africa in 1985. It was written by Michael Jackson and Lionel Richie, and produced by Quincy Jones and Michael Omartian for the album We Are the World...

.” On February 5, Dylan recorded master takes for two more tracks: “Trust Yourself” and “I’ll Remember You.” On the 14th—Valentine’s Day—Dylan recorded love songs, including Johnny Cash
Johnny Cash
John R. "Johnny" Cash was an American singer-songwriter, actor, and author, who has been called one of the most influential musicians of the 20th century...

’s “Straight A’s In Love," but also one of his own, “Emotionally Yours.” With the exception of the “We Are the World” session, all of these songs were recorded with Heffington, the three Heartbreakers, and a few other session players at Cherokee Studios in Hollywood.

Between the 14th and the 19th of February, Dylan returned to New York City, resuming work at the Power Station. On the 19th, he held a session with Roy Bittan on piano and Steve Van Zandt on guitar, both members of Bruce Springsteen
Bruce Springsteen
Bruce Frederick Joseph Springsteen , nicknamed "The Boss," is an American singer-songwriter who records and tours with the E Street Band...

's E Street Band. They recorded at least one usable take of "When The Night Comes Falling From The Sky," but Bittan and Van Zandt would not return for the remainder of the sessions.

The following day, Sly Dunbar and Robbie Shakespeare, better known as reggae recording artists Sly & Robbie, joined the sessions. They had previously worked with Dylan on Infidels. Along with female vocalists Queen Esther Marrow, Debra Byrd, and Carolyn Dennis, the group recorded “Never Gonna Be The Same Again."

On February 23, Dylan returned to the Power Station with Sly & Robbie, his back-up singers, and a number of session players, including Al Kooper
Al Kooper
Al Kooper is an American songwriter, record producer and musician, known for organizing Blood, Sweat & Tears , providing studio support for Bob Dylan when he went electric in 1965, and also bringing together guitarists Mike Bloomfield and Stephen Stills to...

, who filled in on guitar. The day’s work produced a significantly different version of “When The Night Comes Falling From The Sky,” which was ultimately chosen over the ‘Van Zandt version’ from a few days before.

Around this time, Dylan also revived from the Infidels sessions "Someone's Got A Hold Of My Heart." "A song about being torn apart by irreconcilable demands," according to Clinton Heylin, in revision it was stripped of "just about every religious allusion from the original." Dylan retitled it "Tight Connection to My Heart" and set it aside for further overdubbing.

One final song was recorded on March 3, a brand-new composition no more than a few days old. Recorded live
Live television
Live television refers to a television production broadcast in real-time, as events happen, in the present. From the early days of television until about 1958, live television was used heavily, except for filmed shows such as I Love Lucy and Gunsmoke. Video tape did not exist until 1957...

-to-tape with no video editing
Video editing
The term video editing can refer to:* Linear video editing, using video tape* Non-linear editing system , using computers with video editing software* Offline editing* Online editing...

, overdubbing, or embellishment, “Dark Eyes” was also sequenced as the last song of the album.

Some further overdubbing was scheduled, but with recording essentially finished, Arthur Baker
Arthur Baker (musician)
Arthur Baker is an American record producer and DJ best known for his work with hip hop artists like Afrika Bambaataa, Planet Patrol, and the British group New Order.-Early career:...

 was left to mix the album. "I'm not too experienced at having records sound good," said Dylan. "I don't know how to go about doing that. With Arthur Baker...I just went out and recorded a bunch of stuff all over the place, and then when it was time to put this record together, I brought it all to him and he made it sound like a record."

The songs

The opening track, "Tight Connection to My Heart", was originally recorded for 1983's Infidels
Infidels
Infidels is singer-songwriter Bob Dylan's 22nd studio album, released by Columbia Records in October 1983.Produced by Mark Knopfler and Dylan himself, Infidels is seen as his return to secular music, following a conversion to Christianity and three evangelical, gospel records...

under the title "Someone's Got a Hold of My Heart" (eventually released on The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991
The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991
The Bootleg Series Volumes 1–3 is a compilation box set by Bob Dylan, issued on Columbia Records, catalogue C3K 86572. It is the first installment in the Dylan bootleg series, comprising material spanning the first three decades of his career, from 1961 to 1989...

). It was re-written and re-recorded several times before finding its way on to Empire Burlesque. A lushly produced pop song riding a reggae groove courtesy of Robbie Shakespeare and Sly Dunbar (better known as Sly & Robbie), the love song was singled out as the best track on the album by the most recent edition of The Rolling Stone Album Guide. It was also chosen as the first single for Empire Burlesque.

Clinton Heylin describes "Seeing The Real You At Last" as "a compendium of images half remembered from Hollywood movies," as many of the lyrics made "allusions to Humphrey Bogart
Humphrey Bogart
Humphrey DeForest Bogart was an American actor. He is widely regarded as a cultural icon.The American Film Institute ranked Bogart as the greatest male star in the history of American cinema....

 movies, Shane, even Clint Eastwood
Clint Eastwood
Clinton "Clint" Eastwood, Jr. is an American film actor, director, producer, composer and politician. Eastwood first came to prominence as a supporting cast member in the TV series Rawhide...

's Bronco Billy
Bronco Billy
Bronco Billy is a 1980 American film starring Clint Eastwood and Sondra Locke. It was directed by Eastwood and written by Dennis Hackin.-Plot:...

."

The love ballad, "I'll Remember You" is still played quite a bit in concert, more so than all but one other song from Empire Burlesque. It was also featured, in an acoustic version, in the movie Masked & Anonymous, though not included on the released soundtrack.

"Clean-Cut Kid" was another song recorded during the Infidels
Infidels
Infidels is singer-songwriter Bob Dylan's 22nd studio album, released by Columbia Records in October 1983.Produced by Mark Knopfler and Dylan himself, Infidels is seen as his return to secular music, following a conversion to Christianity and three evangelical, gospel records...

sessions. The lyrics weren't finished until much later, and the finished result was included on Empire Burlesque. A novelty song wrapped around sharp political commentary, the 'clean-cut kid' is an average American kid who's radically altered by his experience in the Vietnam War
Vietnam War
The Vietnam War was a Cold War-era military conflict that occurred in Vietnam, Laos, and Cambodia from 1 November 1955 to the fall of Saigon on 30 April 1975. This war followed the First Indochina War and was fought between North Vietnam, supported by its communist allies, and the government of...

. Village Voice critic Robert Christgau praised it as "the toughest Vietnam-vet song yet."

When members of the press, as well as Dylan's own fans, dubbed Empire Burlesque as 'Disco Dylan,' it was mainly for the song "When The Night Comes Falling From The Sky." An evocative song filled with apocalyptic imagery, it was originally an upbeat, piledriving rocker recorded with Steven Van Zandt
Steven Van Zandt
Steven Van Zandt is an Italian-American musician, songwriter, arranger, record producer, actor, and radio disc jockey, who frequently goes by the stage names Little Steven or Miami Steve...

 and Roy Bittan
Roy Bittan
Roy Bittan is an American keyboardist, best known as a member of Bruce Springsteen's E Street Band, which he joined on August 23, 1974...

, both members of Bruce Springsteen
Bruce Springsteen
Bruce Frederick Joseph Springsteen , nicknamed "The Boss," is an American singer-songwriter who records and tours with the E Street Band...

's E Street Band
E Street Band
The E Street Band has been rock musician Bruce Springsteen's primary backing band since 1972.The band has also recorded with a wide range of other artists including Bob Dylan, Meat Loaf, Bonnie Tyler, Air Supply, Dire Straits, David Bowie, Peter Gabriel, Stevie Nicks, Tom Morello, Sting, Ian...

. Unsatisfied with the recording, Dylan and Baker radically recast the song as a contemporary dance track. (The earlier version was later released on The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991
The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991
The Bootleg Series Volumes 1–3 is a compilation box set by Bob Dylan, issued on Columbia Records, catalogue C3K 86572. It is the first installment in the Dylan bootleg series, comprising material spanning the first three decades of his career, from 1961 to 1989...

.)

The penultimate song, "Something's Burning, Baby", is another song filled with apocalyptic imagery. A slow-building march accented with synthesizers, it was singled out by biographer Clinton Heylin
Clinton Heylin
Clinton Heylin is an English author who has written extensively about popular music and the work of Bob Dylan.- Education :...

 as the strongest track on Empire Burlesque: "An ominous tale set to a slow march beat, [it] was a welcome reminder of his ongoing preoccupations with that dreadful day."

"Dark Eyes" features only Dylan on guitar and harmonica. According to earlier interviews and Dylan's autobiography, Chronicles, it was written virtually on demand when Arthur Baker
Arthur Baker (musician)
Arthur Baker is an American record producer and DJ best known for his work with hip hop artists like Afrika Bambaataa, Planet Patrol, and the British group New Order.-Early career:...

 suggested something simpler for the album's final track. Dylan liked the idea of closing the album with a stark, acoustic track, particularly when the rest of the album was so heavily produced.

However, Dylan didn't have an appropriate song. He returned to his hotel in Manhattan after midnight, and according to Dylan:

"As I stepped out of the elevator, a call girl was coming toward me in the hallway - pale yellow hair wearing a fox coat - high heeled shoes that could pierce your heart. She had blue circles around her eyes, black eyeliner, dark eyes. She looked like she'd been beaten up and was afraid that she'd get beat up again. In her hand, crimson purple wine in a glass. 'I'm just dying for a drink,' she said as she passed me in the hall. She had a beautifulness, but not for this kind of world."

The brief, chance encounter inspired Dylan to write "Dark Eyes," which was quickly recorded without any studio embellishment. Structured like a children's song, with very rudimentary guitar work and very simple notes, it's often quoted for its last chorus: "A million faces at my feet, but all I see are dark eyes."

A number of critics have noted the bizarre sources of inspiration behind some of the songs. As mentioned, some lines were lifted from old Humphrey Bogart
Humphrey Bogart
Humphrey DeForest Bogart was an American actor. He is widely regarded as a cultural icon.The American Film Institute ranked Bogart as the greatest male star in the history of American cinema....

 pictures, but at least a few were taken from the sci-fi television show, Star Trek
Star Trek
Star Trek is an American science fiction entertainment franchise created by Gene Roddenberry. The core of Star Trek is its six television series: The Original Series, The Animated Series, The Next Generation, Deep Space Nine, Voyager, and Enterprise...

. Author Clinton Heylin wrote that "one of the best couplets - ‘I’ll go along with the charade / Until I can think my way out’ (from "Tight Connection to My Heart") - actually comes verbatim from a Star Trek
Star Trek
Star Trek is an American science fiction entertainment franchise created by Gene Roddenberry. The core of Star Trek is its six television series: The Original Series, The Animated Series, The Next Generation, Deep Space Nine, Voyager, and Enterprise...

episode, ‘Squire of Gothos’." But this line was originally used in the Humphrey Bogart movie Sahara
Sahara (1943 film)
Sahara is a 1943 war film directed by Zoltán Korda. Humphrey Bogart stars as a U.S. tank commander in Libya during the Western Desert Campaign of World War II. The movie earned three Academy Award nominations: Best Sound , Best Cinematography and Best Supporting Actor by J...

.

Outtakes

As with most Dylan albums, outtakes and rough mixes from Empire Burlesque were eventually bootlegged. However, Empire Burlesque is notable for containing a very large number of Dylan songs that are not only officially unreleased, but wholly unknown even in collector circles. Like "Shot of Love", Dylan recorded a great deal of surplus material for "Empire Burlesque". This is a list of known outtakes. Quite a few are not circulating. It is not known if the uncirculating tracks are Dylan originals unless otherwise noted..
  • "As Time Passes By"
  • "Driftin' Too Far From Shore" (circulating). This song was later released on Knocked Out Loaded
    Knocked Out Loaded
    Knocked Out Loaded is singer-songwriter Bob Dylan's 24th studio album, released by Columbia Records in July 1986.The album was received poorly upon release, and is still considered by some critics to be one of Dylan's least-engaging efforts...

    , after several major overdubs were included. The much more stripped down take from the EB sessions is circulating.
  • "Firebird"
  • "Freedom for the Stallion" (two takes circulating)
  • "Go Away Little Boy" (circulating)
  • "Gravity Song"
  • "The Girl I Left Behind" (traditional)
  • "Help Me Make It Through The Night" (Kris Kristofferson
    Kris Kristofferson
    Kristoffer "Kris" Kristofferson is an American musician, actor, and writer. He is known for hits such as "Me and Bobby McGee", "For the Good Times", "Sunday Mornin' Comin' Down", and "Help Me Make It Through the Night"...

    )
  • "Honey Wait (?)" (circulating)
  • "I See Fire in Your Eyes"
  • "In the Summertime" (circulating)
  • "Instrumental 1"
  • "Instrumental 2"
  • "Instrumental 3"
  • "Instrumental 4"
  • "Instrumental 5"
  • "Instrumental 6"
  • "Jam 1"
  • "Jam 2"
  • "Jam 3"
  • "Jam 4"
  • "Look Yonder"
  • "Mountain of Love
    Mountain of Love
    "Mountain of Love" is a song written by Harold Dorman . Dorman released his version as a single in 1960. It performed well, becoming his only top forty hit on the Billboard Hot 100. It was the highest charting single of his career.In 1964, Johnny Rivers released his remake as a single...

    " (Harold Kenneth Dorman
    Harold Dorman
    Harold Dorman was an American rock and roll singer and songwriter.Harold Kenneth Dorman was born in Drew, Mississippi. He wrote a song called "Mountain of Love", which he released as a single in 1960 on the Rita record label. The song became a hit in the U.S., reaching #7 on the R&B singles chart...

    )
  • "New Danville Girl" (circulating)
  • "Queen of Rock and Roll"
  • "Prince of Plunder"
  • "Rising Sun" (Steven Hufsteter/Tito Larriva/Tony Marsico/Chalo Quintana)
  • "Straight A's in Love" (circulating)
  • "Too Hot to Drive By"
  • "The Very Thought of You" (circulating)
  • "Waiting to Get Beat" (circulating). "The Very Thought" and "Waiting To Get Beat", like "Denise" and "Black Crowe Blues" from Another Side of Bob Dylan
    Another Side of Bob Dylan
    Another Side of Bob Dylan is the fourth studio album by American singer-songwriter Bob Dylan. It was released August 8, 1964 by Columbia Records....

    use the same music but have different lyrics.
  • "We Had It All" (Donny Frittis, Troy Seals
    Troy Seals
    Troy Seals is an American singer, songwriter, and guitarist.He is a member of the prominent Seals family of musicians that includes, Jim Seals and Dan Seals and Brady Seals...

    )
  • "When the Line Forms"
  • "Who Loves You More" (circulating). Finished track
  • "Wolf"


One of the most famous outtakes from the EB sessions is "New Danville Girl." A satirical epic co-written with playwright Sam Shepard
Sam Shepard
Sam Shepard is an American playwright, actor, and television and film director. He is the author of several books of short stories, essays, and memoirs, and received the Pulitzer Prize for Drama in 1979 for his play Buried Child...

, it was originally an attempt at answering Lou Reed
Lou Reed
Lewis Allan "Lou" Reed is an American rock musician, songwriter, and photographer. He is best known as guitarist, vocalist, and principal songwriter of The Velvet Underground, and for his successful solo career, which has spanned several decades...

's song, "Doin' the Things That We Want To." (Reed was inspired to write "Doin' the Things That We Want To" after seeing one of Shepard's plays.)

"It has to do with a guy standing on line and waiting to see an old Gregory Peck
Gregory Peck
Eldred Gregory Peck was an American actor.One of 20th Century Fox's most popular film stars from the 1940s to the 1960s, Peck continued to play important roles well into the 1980s. His notable performances include that of Atticus Finch in the 1962 film To Kill a Mockingbird, for which he won an...

 movie (called The Gunfighter
The Gunfighter
The Gunfighter is a 1950 western film starring Gregory Peck, Helen Westcott, Millard Mitchell and Karl Malden . This film was directed by Henry King...

) that he can't quite remember, only pieces of it," says Shepard. "Then this whole memory thing happens, unfolding before his very eyes. He starts speaking internally to a woman...reliving the whole journey they'd gone on...We spent two days writing the lyrics, Bob had previously composed the melody line, which was already down on tape."

As Clinton Heylin notes, "allowing each line to raise questions that lead the listener across the flatlands of Texas and time, Shepard contributes a conversational tone that hints at the very mundanity the song's characters are seeking to transcend."

Session guitarist Ira Ingber recalls, "When we first recorded '[New Danville Girl],' we...made a cassette. And he took it out and started playing it. He came back the next day we were working and said, 'Yeah, a lot of people like this thing.' And then he didn't do anything with it. It's like he was doing it to spite people who were all liking it, and he just held on to it."

"New Danville Girl" would actually be re-written and re-recorded as "Brownsville Girl" for Dylan's next album, Knocked Out Loaded
Knocked Out Loaded
Knocked Out Loaded is singer-songwriter Bob Dylan's 24th studio album, released by Columbia Records in July 1986.The album was received poorly upon release, and is still considered by some critics to be one of Dylan's least-engaging efforts...

.

Another outtake, "Driftin' Too Far From Shore," was still unfinished when it was recorded in July 1984 at Delta Studios. The same recording would later be issued on Knocked Out Loaded
Knocked Out Loaded
Knocked Out Loaded is singer-songwriter Bob Dylan's 24th studio album, released by Columbia Records in July 1986.The album was received poorly upon release, and is still considered by some critics to be one of Dylan's least-engaging efforts...

after several major overdubs.

In addition to recording "Go 'Way Little Boy" during the Empire sessions, Dylan also recorded several other songs that did not make the final cut. He covered the 1950s classic "Straight A's in Love." He recorded a song with two widely different lyrics. The first was entitled "Waiting to Get Beat". Using the same music, he wrote new lyrics, and recorded a second version entitled "The Very Thought of You." Dylan also recorded a six minute song entitled "Who Loves You More", which is a virtually finished take.

Three takes of "In the Summertime" are circulating, as are two full takes of "Freedom for the Stallion" and also a brief take.

All the cut songs from Empire are circulating, including alternate takes to every song that made the album.

Dylan had numerous recordings from his Malibu recordings preceding his European tour in 1984. Though they were very informal, they were also used to demo songs and work out ideas that would later develop on Empire Burlesque. One composition titled "Angel of Rain (Almost Done)" was composed at these sessions. There’s no documentation suggesting Dylan recorded this during the formal Empire Burlesque sessions, but it clearly held his interest during the rehearsals for the European tour. "Angel of Rain" made a deep impression on keyboardist Ian McLagen in what was supposed to be a rehearsal for previously released material. "There was one beautiful song he played occasionally that he'd never recorded and never [fully] rehearsed with us either," recalls McLagen. "It was a tricky little number, we never knew the title, but he'd launch into it from time to time, leaving us totally in the dark."

In 1991, one significant outtake from the Empire Burlesque sessions was released on The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991
The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991
The Bootleg Series Volumes 1–3 is a compilation box set by Bob Dylan, issued on Columbia Records, catalogue C3K 86572. It is the first installment in the Dylan bootleg series, comprising material spanning the first three decades of his career, from 1961 to 1989...

. An early version of "When the Night Comes Falling from the Sky," it featured Roy Bittan on piano and Steve Van Zandt on guitar; both men were better known as members of Bruce Springsteen
Bruce Springsteen
Bruce Frederick Joseph Springsteen , nicknamed "The Boss," is an American singer-songwriter who records and tours with the E Street Band...

's E Street Band. "The Van Zandt 'When The Night Comes Falling From The Sky,' [an] apocalyptic vision bristling with drama, sung without restraint, could have provided Dylan with another epic to counterbalance the mawkish filler he'd been recording since 'New Danville Girl'," writes Heylin. "Instead, Dylan again second-guessed some of his better lines...and absolutely one of his best vocals from a fraught decade, rerecording the song...with a whomping synthesizer and horns track..." NPR's Tim Riley argued, "the alternate take...has such an undeniably raunchy attitude (and guitar solo by Miami Steve Van Zandt) you wonder why Dylan stuck with the lifeless take that makes Empire Burlesque drift off on side two."

Aftermath

Upon its release, Empire Burlesque received generally positive reviews, most notably a full-page review in Time
Time (magazine)
Time is an American news magazine. A European edition is published from London. Time Europe covers the Middle East, Africa and, since 2003, Latin America. An Asian edition is based in Hong Kong...

magazine, but a number of critics demurred on the production, reservations that presaged Empire Burlesques poor reputation in later years.

Members of the press accused Dylan of trying to achieve a then-contemporary sound on
Empire Burlesque; Dylan jokingly replied that he didn't know anything about new music, adding "I still listen to Charley Patton."

In his
Consumer Guide column for The Village Voice
The Village Voice
The Village Voice is a free weekly newspaper and news and features website in New York City that features investigative articles, analysis of current affairs and culture, arts and music coverage, and events listings for New York City...

, critic Robert Christgau
Robert Christgau
Robert Christgau is an American essayist, music journalist, and self-proclaimed "Dean of American Rock Critics".One of the earliest professional rock critics, Christgau is known for his terse capsule reviews, published since 1969 in his Consumer Guide columns...

 wrote, "At best [Dylan]'s achieved the professionalism he's always claimed as his goal...he's certainly talented enough to come up with a good bunch of songs. Hence, his best album since
Blood on the Tracks
Blood on the Tracks
Blood on the Tracks is Bob Dylan's 15th studio album, released by Columbia Records in January 1975. The album marked Dylan's return to Columbia after a two-album stint with Asylum Records....

. I wish that was a bigger compliment, but debunking comparisons to Street-Legal are also way off—the arrangements and especially the singing are, yes, tasteful enough to support material that puts Elton John
Elton John
Sir Elton Hercules John, CBE, Hon DMus is an English rock singer-songwriter, composer, pianist and occasional actor...

 to shame. I mean how did he get that ominous calm, that soupcon of prophecy? And how did he come up with the toughest Vietnam-vet song yet?"

As promotion for
Empire Burlesque, music videos for "Tight Connection to My Heart," "When The Night Comes Falling From The Sky," and "Emotionally Yours" were produced and broadcast on MTV, with Paul Schrader
Paul Schrader
Paul Joseph Schrader is an American screenwriter, film director, and former film critic. Apart from his credentials as a director, Schrader is most notably known for his screenplays for Martin Scorsese’s Taxi Driver and Raging Bull....

 (best known for his work with Martin Scorsese
Martin Scorsese
Martin Charles Scorsese is an American film director, screenwriter, producer, actor, and film historian. In 1990 he founded The Film Foundation, a nonprofit organization dedicated to film preservation, and in 2007 he founded the World Cinema Foundation...

) directing the video for "Tight Connection to My Heart." However, album sales remained fairly modest.

In terms of media coverage,
Empire Burlesque was overshadowed by a number of Dylan-related projects from that same year. Charitable causes had become en vogue in American pop music, and Dylan participated in a number of high profile causes.

First was the "We Are the World" single, recorded in January of that year. Organized to raise funds for starving Ethiopians, the record received massive publicity, and it became one of the biggest hits of the year. Dylan was prominently featured in the recording, but he expressed some doubts regarding the single's merits. "People buying a song and the money going to starving people in Africa...is a worthwhile idea but I wasn't so convinced about the message of the song," Dylan would later say. "To tell you the truth, I don't think people can save themselves."

Dylan joined Artists United Against Apartheid
Artists United Against Apartheid
Artists United Against Apartheid was a 1985 protest group founded by activist and performer Steven Van Zandt and record producer Arthur Baker to protest apartheid in South Africa...

 in recording Sun City, a record protesting South Africa's policies of apartheid. Recorded in the summer, it was released in October, to great critical acclaim. Produced by Arthur Baker
Arthur Baker (musician)
Arthur Baker is an American record producer and DJ best known for his work with hip hop artists like Afrika Bambaataa, Planet Patrol, and the British group New Order.-Early career:...

, Dylan's participation was also prominent.

In April, Dylan participated in a recording session with Sly Dunbar and Robbie Shakespeare (better known as Sly & Robbie), playing harmonica on “No Name On The Bullet.” The song was released on ‘’Language Barrier’’, issued in August on Island Records.

In July, Dylan performed at the benefit concert
Benefit concert
A benefit concert or charity concert is a concert, show or gala featuring musicians, comedians, or other performers that is held for a charitable purpose, often directed at a specific and immediate humanitarian crisis. Such events raise both funds and public awareness to address the cause at...

 Live Aid
Live Aid
Live Aid was a dual-venue concert that was held on 13 July 1985. The event was organized by Bob Geldof and Midge Ure to raise funds for relief of the ongoing Ethiopian famine. Billed as the "global jukebox", the event was held simultaneously in Wembley Stadium in London, England, United Kingdom ...

, which also raised funds for starving Ethiopians. Held in Philadelphia, Pennsylvania, Dylan's set was accompanied by Ronnie Wood and Keith Richards
Keith Richards
Keith Richards is an English musician, songwriter, and founding member of the Rolling Stones. Rolling Stone magazine said Richards had created "rock's greatest single body of riffs", and placed him as the "10th greatest guitarist of all time." Fourteen songs written by Richards and songwriting...

 of The Rolling Stones
The Rolling Stones
The Rolling Stones are an English rock band, formed in London in April 1962 by Brian Jones , Ian Stewart , Mick Jagger , and Keith Richards . Bassist Bill Wyman and drummer Charlie Watts completed the early line-up...

. Technical problems sabotaged his performance, as the musicians were unable to hear their own performances. Dylan performed three songs, and as Heylin notes, "two were very strange choices. 'Ballad of Hollis Brown' dealt with a starving American farmer who chose not to save himself, while the vengeful 'When The Ship Comes In' seemed distinctly at odds with all this universal hand-holding." After his set, Dylan asked the "billions watching to remember those in their own country struggling from economic events beyond their control. In particular, he chose to cite the plight of the American farmers." Dylan's remarks helped inspire Willie Nelson
Willie Nelson
Willie Hugh Nelson is an American country music singer-songwriter, as well as an author, poet, actor, and activist. The critical success of the album Shotgun Willie , combined with the critical and commercial success of Red Headed Stranger and Stardust , made Nelson one of the most recognized...

 to organize Farm Aid
Farm Aid
Farm Aid started as a benefit concert on September 22, 1985, in Champaign, Illinois, held to raise money for family farmers in the United States...

, a benefit concert raising funds for struggling farmers.

Dylan soon found himself performing at Farm Aid
Farm Aid
Farm Aid started as a benefit concert on September 22, 1985, in Champaign, Illinois, held to raise money for family farmers in the United States...

, as well, which was broadcast live on national prime-time television on September 22, 1985. For this performance, Dylan was accompanied by Tom Petty and the Heartbreakers
Tom Petty and the Heartbreakers
Tom Petty And The Heartbreakers are an American rock band from Gainesville, Florida. They were formed in 1976 by Tom Petty , Mike Campbell , Benmont Tench , , Ron Blair and Stan Lynch...

, on the advice of concert promoter Bill Graham
Bill Graham (promoter)
Bill Graham was an American impresario and rock concert promoter from the 1960s until his death.-Early life:...

. Mindful of the circumstances behind his Live Aid
Live Aid
Live Aid was a dual-venue concert that was held on 13 July 1985. The event was organized by Bob Geldof and Midge Ure to raise funds for relief of the ongoing Ethiopian famine. Billed as the "global jukebox", the event was held simultaneously in Wembley Stadium in London, England, United Kingdom ...

 performance, Dylan and the Heartbreakers rehearsed extensively on their six song set. Only four songs would be broadcast on TV, but the performance as a whole was widely regarded as a triumph, featuring lauded performances of "Clean Cut Kid," "I'll Remember You," and "Trust Yourself" from Empire Burlesque.

In November, Columbia released
Biograph
Biograph (album)
Biograph is a 53-track compilation spanning the career of Bob Dylan, from his 1962 debut album to the 1981 LP Shot of Love. Released in 1985 by Columbia Records, on both a 5-LP and a 3-CD Box set, it was one of the earliest and most successful examples of the CD Box set...

, a heavily-promoted, five-LP boxed set retrospective that became only the second boxed set to sell half a million copies in the U.S. (the other being Elvis Presley
Elvis Presley
Elvis Aaron Presley was one of the most popular American singers of the 20th century. A cultural icon, he is widely known by the single name Elvis. He is often referred to as the "King of Rock and Roll" or simply "the King"....

's
Elvis Aron Presley). It was also the first to hit #33 on Billboards album charts, matching the same peak as Empire Burlesque.

Finally, November also saw publication of a revised edition of 1973's Writings & Drawings, retitled Lyrics.

Though few regard 1985 as one of Dylan's landmark years, he has never matched the same dizzying array of projects in a single year. If Empire Burlesque was lost in the shuffle, it did set the stage for Dylan's resurgence as a live performer. Though the Heartbreakers were recommended to him by Bill Graham
Bill Graham (promoter)
Bill Graham was an American impresario and rock concert promoter from the 1960s until his death.-Early life:...

, he already had worked with them on Empire Burlesque. Two major tours with Tom Petty and the Heartbreakers
Tom Petty and the Heartbreakers
Tom Petty And The Heartbreakers are an American rock band from Gainesville, Florida. They were formed in 1976 by Tom Petty , Mike Campbell , Benmont Tench , , Ron Blair and Stan Lynch...

 would follow, one in 1986 and a more celebrated tour in 1987. As Dylan would later acknowledge in his autobiography, Chronicles, he would regain his powers as a vocalist and an interpreter during these tours as he revisited his own back catalog of songs.

Side One

  1. "Tight Connection to My Heart (Has Anybody Seen My Love)" – 5:22
  2. "Seeing the Real You at Last" – 4:21
  3. "I'll Remember You" – 4:14
  4. "Clean Cut Kid" – 4:17
  5. "Never Gonna Be the Same Again" – 3:11

Side Two

  1. "Trust Yourself" – 3:29
  2. "Emotionally Yours" – 4:30
  3. "When the Night Comes Falling from the Sky" – 7:30
  4. "Something's Burning, Baby" – 4:54
  5. "Dark Eyes" – 5:07

Personnel

  • Josh Abbey – engineer
  • Peggie Blu – backing vocals
  • Debra Byrd – backing vocals
  • Mike Campbell – guitar, vocals
  • Chops – horn
  • Alan Clark
    Alan Clark (keyboardist)
    Alan Clark is an English musician who was the first and main keyboardist for the British rock band Dire Straits.- Biography :...

     – synthesizer, keyboards
  • Carolyn Dennis
    Carolyn Dennis
    Carolyn Dennis , sometimes known professionally as Carol Dennis or Carol Dennis-Dylan, is an American singer and actor best known for her work with and marriage to Bob Dylan.-Early life:...

     – backing vocals
  • Sly Dunbar
    Sly Dunbar
    Lowell "Sly" Fillmore Dunbar is a drummer.-Biography:Dunbar, whose nickname was reportedly given for his passion for Sly & the Family Stone, launched his musical career while still in his adolescence, playing with a local group, The Yardbrooms, at the age of fifteen...

     – percussion, drums
  • Bob Dylan – guitar, harmonica, keyboards, producer, vocals
  • Arthur Baker
    Arthur Baker (musician)
    Arthur Baker is an American record producer and DJ best known for his work with hip hop artists like Afrika Bambaataa, Planet Patrol, and the British group New Order.-Early career:...

     – mixing
  • Howie Epstein
    Howie Epstein
    Howard Norman Epstein , was a musician best known for his work with Tom Petty and the Heartbreakers.-Early life:...

     – bass, vocals
  • Anton Fig
    Anton Fig
    Anton Fig , known as "The Thunder from Down Under" is a session drummer, noted for his work in David Letterman's house band, the CBS Orchestra. Letterman often refers to Fig as "Anton Zip"or "Buddy Rich Jr."...

     – drums
  • Bob Glaub
    Bob Glaub
    Bob Glaub is an American bass player and session musician. He's played with such artists and bands as Journey, Jackson Browne, Bee Gees, Eric Carmen, Linda Ronstadt, Leo Sayer, Warren Zevon, Rod Stewart, Donna Summer, Bonnie Raitt and many others....

     – bass
  • Don Heffington – drums
  • Ira Ingber – guitar
  • Bashiri Johnson – percussion
  • Jim Keltner
    Jim Keltner
    James Lee "Jim" Keltner is an American drummer known primarily for his session work. He has contributed to the work of many well-known artists...

     – drums, vocals
  • Stuart Kimball – guitar, electric guitar
  • Al Kooper
    Al Kooper
    Al Kooper is an American songwriter, record producer and musician, known for organizing Blood, Sweat & Tears , providing studio support for Bob Dylan when he went electric in 1965, and also bringing together guitarists Mike Bloomfield and Stephen Stills to...

     – guitar, rhythm guitar, horn, keyboards
  • Queen Esther Marrow – backing vocals
  • Sid McGinnis
    Sid McGinnis
    Sid McGinnis is an American musician and guitarist, best known for his work on the CBS Television show, Late Show with David Letterman, as part of the CBS Orchestra....

     – guitar
  • Vince Melamed – synthesizer
  • John Paris – bass
  • Ted Perlman – guitar
  • Madelyn Quebec – vocals
  • Richard Scher – synthesizer
  • Robbie Shakespeare
    Sly and Robbie
    Sly and Robbie is the prolific Jamaican rhythm section and production team of drummer Sly Dunbar and bassist Robbie Shakespeare who joined in the mid 1970s after having established themselves separately in Jamaica as professional musicians...

     – bass
  • Mick Taylor
    Mick Taylor
    Michael Kevin "Mick" Taylor is an English musician, best known as a former member of John Mayall's Bluesbreakers and The Rolling Stones...

     – guitar
  • Benmont Tench
    Benmont Tench
    Benjamin Montmorency Tench, III is an American keyboardist best known as a founding member of Tom Petty and the Heartbreakers.-Early years:...

     – piano, keyboards
  • Urban Blight Horns – horns
  • David Watson – saxophone
  • Ronnie Wood – guitar
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