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I made this record, Under the Red Sky, with Don Was, but at the same time I was also doing the Wilburys record. I don’t know how it happened that I got into both albums at the same time.
~Bob Dylan (to Jonathan Lethem, Aug 2006)

It’s a magnificent album, really, and I love every performance on it.
~Paul Williams (from Bob Dylan: Mind Out of Time – Performing Artist 1986-1990 and Beyond)

Oceanway Studios
Los Angeles, California
6 January 1990
Produced by Don Was, David Was and Jack Frost

Musicians:

• Bob Dylan (piano)
• Jimmie Vaughan (guitar)
• Stevie Ray Vaughan (guitar)
• David Lindley (slide guitar)
• Jamie Muhoberac (organ)
• Don Was (bass)
• Kenny Aronoff (drums)
  + more..

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All songs from spotify

1. Handy Dandy
2. Handy Dandy
   First released on Under The Red Sky, September 11, 1990
   
3. 10,000 Men
   First released on Under The Red Sky, September 11, 1990
   
4. God Knows
   First released on Under The Red Sky, September 11, 1990
   
5. Cat’s In The Well
   First released on Under The Red Sky, September 11, 1990
   

The first Dylan album after Oh Mercy shows Dylan characteristically retreating from that album’s mainstream production values and safe terrain, and refusing to offer a follow-up. Nevertheless his penchant for recently modish producers has him turn this time to DAVID & DON WAS of Was Not Was, who offer a rougher and less unified sound. It’s a pity Dylan pads out the album with some sub-standard rockism (‘Wiggle Wiggle’ and ‘Unbelievable’) and the ill-fitting, foggy pop of ‘Born in Time’, because the core of the album is an adventure into the poetic possibilities of nursery rhyme that is alert, fresh and imaginative, and an achievement that has gone largely unrecognised.
~Michael Gray (The Bob Dylan Encyclopedia)

Check out:

• Bob Dylan recording sessions
• Alldylan.com @ Facebook

-Egil