That most unique of Dylan albums – and the unreleased Oxnard Demos

by mr tambourine

Time Out Of Mind is the most unique album in Dylan’s career for many reasons.

First of all, the timing of its release is very specific in itself.   Seven years without any new original material (since Under The Red Sky), Bob having heart problems that almost killed him (giving the critics a warmer approach to the album) and a lot of experimentation and uncertainty, that almost lead to the album not even being released.

Bob’s sessions usually pass quickly. Sometimes there’s a lot of uncertainty and experimentation too, but the album always gets rushed and released as soon as it can be.  However Time Out Of Mind wasn’t such a case. Bob took his time more than ever.

The entire process started in what seems to be middle to late 1996, and the album was finally released in September 1997.   A full year of Dylan overthinking an album. Unheard of!

Despite so much going on, we have very little access to this album’s background and we’re not sure how many songs were there and when they were recorded.

However one of the few pieces of information that I have collected in my years as a Bob researcher, is the so called “Oxnard Demos” which could have been recorded in 1996.

Apparently, these songs were demos only, but still, some of them are probably worthy.  But the good news is, the Bootleg Series team, has found a lot from Time Out Of Mind and they’re definitely working on it, but it’s not sure when they’re gonna release it.   It might as well be the next bootleg series: Volume 16.

Along with the Oxnard Demos, we could see the second appearance for some songs on the Bootleg Series.

On Tell Tale Signs, Bootleg Series volume 8, we have witnessed some mighty fine performances.

Dreamin’ Of You – what appears to be an early version of Standing In The Doorway, but an entirely different song. It even has an official video on Bob Dylan’s official YouTube channel. It would be nice to see how this song came about and did it actually turn into Standing In The Doorway, or was it just another song that just had very similar lyrics.  There’s an Untold review of the song with the video here.

Marchin’ To The City – this one sort of seems like an early version of ‘Til I Fell In Love With You, also containing some of its lyrics. Again, it would be nice to find out if it’s actually the same song or was it just another song.

This song has had two versions on Tell Tale Signs. Both versions are far from a finished song in my opinion, but it does show some promise.

Red River Shore – this song is actually seen by many as a lost masterpiece. I’m one of those people that agrees with that. It’s a heartwrenching ballad filled with touching lyrics, but also the one that’s very comforting on dark lonely nights. It doesn’t seem finished though.

We also have two versions of this one, but both lack a few details to be finished and released songs. Maybe there are more and better versions during the sessions?

I have heard that there might be a version that has the lyrics of Not Dark Yet “she wrote me a letter and she wrote it so kind”, unless it’s an error. The two versions on Tell Tale Signs do not contain that lyric. Maybe there’s another version.

Mississippi – originally recorded for Time Out Of Mind, it came as a highlight on Love And Theft in 2001 and one of Dylan’s late career triumphs. Written in 1996 apparently, we have witnessed three different versions on Tell Tale Signs, more than any other song from that Bootleg Series volume, maybe meaning that it was a song which Dylan experimented with the most?

The three versions we’ve heard sound very charming and in some parts better than the L&T version, but as a whole it can not eclipse the released version. Still, it would be nice to see if there might be some really masterful versions out there.

Can’t Wait (alternative) – we have had a chance to hear two versions of this song. One with much clearer vocals and different lyrics (some lyrics that later ended up on Sugar Baby from Love And Theft!) and the other with similar, but still different lyrics and the arrangement similar to Love Sick, maybe even more dark!

Those two versions definitely are one of my highlights of Tell Tale Signs, which to this day is my favorite Dylan bootleg series volume probably.

That should be all that we have so far.

There’s this one song I found listed that’s called “All I Ever Loved Is You”. Could it be a Dylan original or perhaps a cover or maybe even just a sheet title or an alternative name of a song we already know?

People have said that there’s an alternative version of Not Dark Yet, that’s much more beautiful than the album version and also, Highlands is said to be more than 27 minutes long in its alternate form! That confirms the rumors about one of Bob’s interview answers. When asked “were there shorter versions of Highlands” he replied “this is the short version” when talking about the released album version, which is “only” 16 minutes long.

You thought Murder Most Foul was long?

I heard a few more stories.

One is that Daniel Lanois ruined the final production, which probably swallowed the songs more than it should. Although I like Time Out Of Mind in many ways, I do feel that it’s missing something. So maybe it is true? Maybe the session performances were much better than the final cuts?

Also, one interesting story.

As we know, Time Out Of Mind has had 11 songs.

One person sort of familiar with the album said that there were 13 songs total recorded for Time Out Of Mind. That makes me ask “just 13?”.   I would be surprised if Dylan didn’t do any covers during the sessions, because he always seems to do so.

Along with the 11 we already know, he said that there’s Mississippi as the 12th and he said something very interesting then.

“I always wondered if the 13th song was actually Things Have Changed”.


This raises a lot of questions then?

If that’s so, then the list looks like this

  1. Love Sick
  2. Dirt Road Blues
  3. Standing In The Doorway
  4. Million Miles
  5. Tryin’ To Get To Heaven
  6. ‘Til I Fell In Love With You
  7. Not Dark Yet
  8. Cold Irons Bound
  9. Make You Feel My Love
  10. Can’t Wait
  11. Highlands
  12. Mississippi
  13. Things Have Changed (?)

What about Red River Shore? Could that mean that Red River Shore might’ve been an early version of Not Dark Yet, based on the lyric “she wrote me a letter and she wrote it so kind”? I mean, everybody knew about Red River Shore before it even got released on Tell Tale Signs and everyone was waiting to hear that one more than anything. How come this guy didn’t mention it as the 13th song? Maybe he knows something we don’t know?

Maybe Red River Shore is actually Not Dark Yet. And I never thought of this until writing this very article. I can definitely see similarities between the two songs.

“I followed the river (Red River) and I got to the sea”. Puzzles everywhere.   We gotta find the code somewhere.

This would also mean that Dreamin’ Of You did become Standing In The Doorway and Marchin’ To The City did become ‘Til I Fell In Love With You?

What about the lyrics “my back is to the sun because the light is too intense, I can see what everybody in the world is up against”, early lyrics of Can’t Wait, later used for Sugar Baby? Was Sugar Baby in the mix here too?

Was there maybe a song out there that could be like a hybrid of Things Have Changed and Sugar Baby?

Then again, what’s with this song “All I Ever Loved Is You”?

Could that be the alternate name for one of the songs or an early version of some of the songs that ended up on the album? Like maybe “Make You Feel My Love”? Or was it another song, that hybrid of Things Have Changed and Sugar Baby?

Let’s try again.

  1. Love Sick, other than the released version, nothing else. Was there maybe an acoustic demo out there somewhere? Or piano demo? Anything?
  2. Dirt Road Blues – again, nothing
  3. Standing In The Doorway / Dreamin’ Of You
  4. Million Miles – nothing … I do see it resemble Marchin’ To The City a little, but is it actually it? Probably not.
  5. Tryin’ To Get To Heaven – again, nothing, maybe some previous demos…
  6. ‘Til I Fell In Love With You / Marching To The City
  7. Not Dark Yet / Red River Shore + a version more beautiful than the released one
  8. Cold Irons Bound – nothing…
  9. Make You Feel My Love / perhaps an early version is “All I Ever Loved Is You”?
  10. Can’t Wait – multiple alternate versions – very similar to Love Sick in one of those versions and contains future lyrics for Sugar Baby and lyrics that ended up on Tryin’ To Get To Heaven (“you think you’ve lost it all, there’s always more to lose” turned into “when you think that you’ve lost everything, you find out you can always lose a little more”).
  11. Highlands – lasted as long as 27 minutes in its alternate form
  12. Mississippi – multiple versions exist, one of the three has lyrics that open the song going like this:
I'm standing in the shadows
With an achin' heart
I'm looking at the world
Tear itself apart
Minutes turn to hours
Hours turn to days
I'm still lovin' you
In a million ways
  1. Things Have Changed (?)

Time Out Of Mind definitely has more speculations than the actual trustworthy sources, but it’s certainly an album of experimentation. Tell Tale Signs gave us a hint.

Time Out Of Mind seems, of what we have so far, like a goldmine of great songs (same fate as Infidels it seems) that have uncanny resemblance and connection. It seems like Bob was all over the place with the lyrics. If he didn’t like the lyrics for one song, he was gonna try them on the other.

I’m still surprised that it’s only 13 songs in the mix, but then again, one Dylan song goes through many transformations, it feels like there’s actually 10 different songs that ultimately turn into one.

Forget the Cutting Edge or More Blood More Tracks… This should be the most interesting album step by step walkthrough ever. This needs the Cutting Edge/More Blood More Tracks approach to it. It needs that step by step, chronological order of the entire sessions. I heard that most of it, if not all of it, can be found somewhere.

That would be great because it would give Dylan fans a chance to see the entire sessions for one of the Mod-Bob albums (a popular term among Dylan fans used for a streak of albums from Time Out Of Mind to Rough And Rowdy Ways). We don’t have almost anything from those albums. Love And Theft for example has nothing else but the album itself in circulation. No information about the sessions even.

We know a few things about Modern Times and Together Through Life, but not much. Tempest, not so much either.

Only Time Out Of Mind and Modern Times were covered in Tell Tale Signs, but not as much for us to have any details about how the sessions went.

Hopefully, soon…

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  1. great piece!

    Have you heard of a track called Chicago After Dark? possibly from the Together Through Life sessions, but maybe sooner.

  2. When interviewed about the album Lanois said Dylan often swapped lyrics from one song to another. I don’t think Dreaming of You or Red River Shore are early versions of songs which appear on the album, even though odd lines appear in Standing In The Doorway and Not Dark Yet respectively. They are seperate songs, thematically and melodically.

    Lanois also confirmed there is another less ruminative version of Not Dark Yet.

  3. I think you need to apply a bit more rigour, and use updated sources. As it stands, this is a confused and confusing article.

  4. I agree with John Carvill. This article is based on poor research. There is a lot more and more accurate information about Time Out of Mind out there.

    Mississippi was left out maybe because there was no more space on the album. Dylan has said that songs were being thrown in and out of the album before the final version was decided. I think he regretted leaving out Mississippi.

    After Time Out of Mind came out in 1997 Dylan gave Mississippi to Sheryl Crow who released it on The Globe Sessions in 1998. However, Crow’s version is disappointing, close to being lousy – and this is probably why Dylan gave the song a new shot in connection with Love and Theft. The song is a masterpiece and deserves a decent version.

    Personally, I think the outtakes of Mississippi from the TOOM sessions are superior to the more straightforward Love and Theft version.

  5. It seems Things Have Changed was based on Marty Stuart’s Observations of a Crow which didn’t come out until 1999 so I think it is unlikely it existed at the time of Time Out Of Mind.

  6. There’s a lot of speculation here, and it’s definitely a record that gives itself to speculation, but I’d like a bit more detail about the Oxnard Demos. These are the demos recorded with Daniel Lanois, but surely just as interesting are the demos recorded with Ronnie Wood in Ireland in 1996?

    I’ve read elsewhere that TOOM sessions might be a future BS release, despite the fact that we already got so much on TTS.

    “One person sort of familiar with the album said that there were 13 songs total recorded for Time Out Of Mind. That makes me ask “just 13?”. I would be surprised if Dylan didn’t do any covers during the sessions, because he always seems to do so.

    Along with the 11 we already know, he said that there’s Mississippi as the 12th and he said something very interesting then.

    “I always wondered if the 13th song was actually Things Have Changed”.”

    I don’t know what this means – I’m also “sort of familiar” with the record, through repeated listening. Did this source work on the record? If so, why are they wondering about what the 13th song might have been? Surely they’d know?

    I enjoyed the article though, it’s one of my favourite records, and I’d love if it was this years BS release…

  7. This may have been the highlight of my day so far. Thanks.

    I have always felt that Things Have Changed is ModBob’s “thin, wild, mercury” and while I think lyrically it is more Love And Theft, I have wondered about a connection to Time Out Of Mind.

  8. I look forward to new bootleg series work. And I hope for another new album … this time of quarantine surely animates Dylan … Just one note: “Red River Shore” sounds like a finished song for sure—in the league of “Tangled Up in Blue” …

  9. Now the comments are throwing in misinformation. Dylan didn’t leave out “Mississippi” due to lack of space. Dylan said in an interview in 2001 promoting LOVE AND THEFT that he withheld that song because he didn’t like how Lanois was producing it, and he wasn’t going to put a demo on the album no matter how good it sounded:

    “[‘Mississippi’] was pretty much laid out intact melodically, lyrically and structurally, but Lanois didn’t see it,” Dylan said in 2001, after he’d recut “Mississippi” for LOVE AND THEFT. Lanois wanted a more polyrhythmic arrangement, and they adjourned to the parking lot to hash it out, a habit during the sessions. Dylan felt “the song had more to do with the Declaration of Independence, the Constitution and the Bill of Rights” than “some steamy cauldron of drum theory.”

    Quite frankly I prefer the LOVE AND THEFT version. It’s definitive. The demo on the first disc of TELL TALE SIGNS is, to be fair, really good, but the other two versions are mediocre, with the third one even worse than the second.

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