Four songs from the album, "Handy Dandy", "10,000 Men", "God Knows", and "Cat's in the Well", were recorded in a single session in Los Angeles on January 6, 1990, before Dylan commenced a four-week tour. ("Handy Dandy" subsequently received overdubs.) Dylan biographer
Clinton Heylin writes that Dylan finished recording the basic tracks for the album in mid-March 1990, but added new vocals to some tracks the following month, with instrumental overdub sessions extending into May 1990. Unlike the rest of his discography, the album features guest appearances by established artists, such as
Bruce Hornsby,
Elton John and
George Harrison. Additionally, session musicians like pianist
Al Kooper and guitarist
Waddy Wachtel appear throughout. The opener, "
Wiggle Wiggle", features
Slash. Dylan, said the
Guns N' Roses guitarist, "is definitely one of the icons of rock 'n' roll, and he was one of the people my parents used to listen to. But it [working on the album] was just such a bad experience." "10,000 Men" features
Stevie Ray Vaughan and the title track features a "fine guitar solo" by
George Harrison. Heylin calls this an "important song", noting that it has been a staple of Dylan's performances. "
Born in Time" and "God Knows" are reworkings of material recorded at the previous year's
Oh Mercy sessions. Versions of these songs from the
Oh Mercy sessions feature on
The Bootleg Series Vol. 8: Tell Tale Signs. According to producer
Don Was, there were two outtakes from the album: "Shirley Temple Doesn't Live Here Anymore" (which Dylan co-wrote with Was and
David Weiss) and "Heartland" (which Dylan later sang with
Willie Nelson on Nelson's 1993 album
Across the Borderline). "Shirley Temple Doesn't Live Here Anymore" was later recorded by Don Was's group
Was (Not Was) for their 2008 album
Boo! as "Mr. Alice Doesn't Live Here Anymore". ==Reception==