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(Above: The Traveling Wilburys turn “Inside Out.”)

By Joel Francis

Their meeting was almost too serendipitous. Fresh off the success of “Cloud 9,” George Harrison and producer Jeff Lynne decided to record a b-side with Roy Orbison. When the entourage reached Tom Petty’s house to retrieve Harrison’s guitar, Petty insisted on accompanying the trio to their destination: Bob Dylan’s studio. Dylan was home, of course, and the quintet became the greatest supergroup ever: the Traveling Wilburys.

When the group reconvened two years later in 1990, a lot of the magic was gone. Orbison had died and the remaining members no longer had the element of surprise on their side. Indeed, expectations were set so high not even the century’s greatest songwriter, a former Beatle and a pair of hit-making disciples of both could live up to the standard.

Much of the Wilburys’ sequel, “Volume 3,” sounds forced and lacks the laidback organic vibe that made the first album such a delight. But they got it right in a couple places and “Inside Out” is a lost gem of the era.

Both the second song on “Volume 3” and second single released from the album, “Inside Out” is a transparent look at the Wilburys’ songwriting process and joy that manages to be greater than the sum of its considerable parts.

After opening with a chord progression that sounds like something off Petty’s then-recent “Full Moon Fever” album, Dylan delivers a verse that almost makes “Wiggle Wiggle” look like “Desolation Row.” But the lyrics aren’t that important. The song’s charm lies in the way Dylan’s verse slides into Lynne’s slick multi-tracked bridge that prefaces Petty’s catchy chorus. Oh, and just for good measure Harrison contributes a middle eight that rivals anything his ex-Beatle bandmates ever wrote.  All the ingredients are wrapped in Lynne’s signature production and over in three and a half minutes.

Like a jewelry store exhibit, everything is on open display yet just out of reach. “She’s My Baby” may have been the biggest single and “Wilbury Twist” the most memorable song, but nearly 20 years later, “Inside Out” still sparkles the brightest.

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