It’s not every day that T Bone Burnett receives a phone call like this one. Hell, no one had ever gotten a call like this one.

There’s this box, the caller tells him. On the outside of the box it says “1967.” Inside is a pile of handwritten song lyrics in various stages of completion, about 24 in all. They were penned by Bob Dylan while he was holed up—following his famous, debilitating motorcycle accident a year earlier—at 56 Parnassus Lane in West Saugerties, N.Y. The house was called Big Pink; the musicians sharing it would soon become The Band.

Unlike the now-familiar collection of songs known as The Basement Tapes—which has graduated over the decades from a rumor to a bootleg to an official release and now a brand new, 6-CD, 138-track box set—Dylan had never gotten around to setting these other words to music. For nearly half a century, they sat in this box, undiscovered and undisturbed.

The caller, who identifies himself as a representative of Dylan’s music publishing company, is wondering whether Burnett would be interested in getting some folks together and finishing Dylan’s discarded work—with Dylan’s blessing.

“I didn’t ask many questions,” says Burnett on the eve of the November 11 release of Lost on the River: The New Basement Tapes (Electromagnetic Recordings/Harvest Records), the result of his efforts. “I was sort of stunned at the thought of collaborating with a 26-year-old Bob Dylan.”

For Burnett, one of the most celebrated producers, songwriters and musicians of the modern era, this was an assignment unlike any other. As he has been to generations, Dylan is an artist who Burnett holds in the highest regard—an icon. But he’s also more than that to Burnett, whose career shifted into high gear in 1975 when Dylan invited the relative newcomer along on his freewheeling Rolling Thunder Revue tour. Now a multiple Grammy-winner with
dozens of productions and other high-profile projects under his belt, Burnett would take the assignment, and he would not take it lightly.

* * *
First Burnett had to decide on an approach. Attempting to appropriate the sound of Dylan and The Band from 47 years ago would be both disrespectful and dishonest. This was not to be a sequel, nor an attempt to get into Dylan’s 1967 head. “I never thought of that,” Burnett says. “Bob, to me, is a friend who I really love and it was such a generous thing for him to throw these lyrics over and say, ‘Take a crack at these.’”

Upon receiving the box and poring over the lyrics, Burnett began devising a plan, making calls of his own. By the end of 2013, he’d narrowed down the cast to five participants—each a vocalist, songwriter and multi-instrumentalist who Burnett felt could work well in a collaborative environment and bring something unique to the project. “The thing I love about the original Basement Tapes,” says Burnett, “is those musicians. Every one of them could have
been a bandleader himself, but they were all very collaborative. So my first criterion was to find a group of bandleaders who could be collaborative and who could play multiple instruments because that’s one of the interesting things I heard in The Basement Tapes—even though I couldn’t point to a song. Anybody would pick up anything and just start playing.”

Elvis Costello, the senior member of the team, is a contemporary of Burnett’s—the only other participant old enough to remember the original Basement Tapes from when they were first introduced. The others—Marcus Mumford of England’s Mumford & Sons, Jim James of My Morning Jacket, Taylor Goldsmith of Dawes and Rhiannon Giddens of the Carolina Chocolate Drops—are all considerably younger. A drummer, Jay Bellerose, who has worked with Burnett in the past, rounded out the troupe.

Familiarity with the original Basement Tapes—or even with Dylan’s larger canon—was not a prerequisite for participation. Giddens, for one, confesses readily that she was a Dylan “outsider,” exposed to covers of his more ubiquitous songs by the likes of Peter, Paul and Mary and Joan Baez “through my hippie parents,” but not so much to the man himself. When Burnett recruited her for The New Basement Tapes—the title of which also lends itself to the band’s name for the project—she deliberately avoided researching the Dylan recordings. “I did not listen to all of The Basement Tapes,” Giddens says. “Since I’d listened to his source material, I thought I might have something valuable to contribute as a non-Dylanite. I thought I could bring the folk influence.”

Mumford, who is just 27, came to the Big Pink recordings only after being “forcefed” such classic Dylan albums as Blonde On Blonde, Highway 61 Revisited and Blood on the Tracks in his teens by his brother—even then, it was his obsession with The Band, Levon Helm in particular, that drew him to the ‘67 music.

Goldsmith, too, found The Basement Tapes after previous flirtations with other Dylan/Band songs. Once he discovered them, “It was the coolest thing I could imagine,” he says. “At first, I was peripherally aware of it, but I definitely wasn’t familiar with the music. Once I did get a hold of it, it was all I could listen to for a long time. I’d never heard anything else from that time that sounded like that. It was bold and raw—and that lo-fi thing became associated with a statement of some kind. Also, the songs were great; they were coming from a place you don’t hear those artists come from through most of their careers. Bob Dylan was so playful in his lyric writing in that period.”

Jim James, who performed with Dylan on the AmericanaramA tour in 2013, first heard the Dylan/Band recordings “many moons ago,” and they impacted him in a big way. The recordings, he says, are “a beautiful illustration of our favorite artists being human, letting the imperfections sing and even add to the beauty—things that would normally be hidden from view are brought to light and enjoyed because of their flaws.”

Costello, now 60, sought out the Dylan/Band recordings as a teen. “I first encountered The Basement Tapes’ songs in sheet music form in 1969,” he says. “It was a small songbook called A Folio of Bob Dylan Songs. I bought it because I’d heard ‘This Wheel’s on Fire’ [recorded by both The Band and The Byrds] and ‘The Mighty Quinn’ [a hit for Manfred Mann] on the radio and wanted to learn how to play them. I couldn’t read music at that time, so I had to imagine what they might sound like until I picked up ‘You Ain’t Goin’ Nowhere’ and ‘Nothing Was Delivered’ by The Byrds. The first time I heard any of The
Basement Tapes was when the official double album came out in the ‘70s. I realized that I’d originally heard three of the songs on Music from Big Pink, and that was a record unlike any I’d ever known, so to glimpse how these mysterious songs came into existence made them go down even deeper.”

Regardless of their levels of exposure to the original recordings, each of the musicians was eager to be a part of what could potentially be a historical collaboration, not only with one another but also—although he was physically in absentia—with Bob Dylan. “There were no song titles or anything, just the writing,” says Burnett. “So we were just dealing with the words that were there. I approached it as any composer who’s putting music to a poet’s work. You’re looking for the meaning and the feeling of the thing and you try to find the melody in the words. All words, when you put them together, have melodies. Each sentence has inflections. Melody is just codified inflection. You’re looking for that, you’re looking for the cadences—as you do when you

read poetry—and then, you translate that into the rhythms of the song. It’s something I’ve been doing my whole life now, so it’s second nature.”

Rather than split the lyrics into five groups and assign each songwriter specific lyrics to transform, Burnett sent the entire batch to everyone. He deliberately gave them few instructions. Some got to work crafting whole, finished songs from the raw lyrics. Others came up with sketches—ideas to be batted around in the studio and fleshed out by the group. “We all kind of did a different thing, actually,” says Goldsmith. “Marcus was under the impression that we were mainly gonna do collaborating and that was it. I also didn’t know what to expect, so to make sure that I was prepared, I wrote a bunch of songs and I guess Elvis and Jim did, too. When we got there, the three of us had a bunch of versions already, and Marcus and Rhiannon had a couple of ideas. But they, incredibly, wrote a lot of their stuff in the studio. They’d go out and write something and it would be one of the highlights of the record.”

“It was crucial to have both approaches,” says Giddens, “because if we’d been cowriting every song, we would have only gotten just a few recorded. But we had the ones that were ready to go and we could work on those, and then we had the ones that needed work. I chose the ones that spoke to me, that I felt I could tell a story with. I think everybody did that to some degree. I went with some of the obvious ones for me and then kind of found where they might fit and how to approach them. Inspiration struck when it struck.”

James found that some of the lyrics staring him in the face lent themselves perfectly to musical ideas he’d already been developing on his own. “I started
turning to ideas or riffs that I had and loved that had no lyrics to them and then, all of a sudden, one lyric would gravitate toward one riff,” he says. “They would start forming this new bond and come together. It was a very special feeling and made me feel happy and filled with joy and tears.”

Costello remembers one song coming to him in his sleep. “I got up and hummed a melody into a recorder and tried to go back to sleep. The next song started to play in my head. This went on for a couple of hours. By morning, I had sketches for five songs and worked on them until they were completed. We ended up recording three of the songs that I began that night. The liberty we were given to set, adapt and even add to the lyrics, in order to complete the sense or emotion that we perceived, was completely unprecedented,” he adds. “When Robert Hunter and I wrote a couple of songs together a few years ago, we corresponded extensively just to agree on one or two specific choices of words in a lyric. In this case, we had no such dialogue. These songs came out of an unopened box-file from 1967. They were sometimes quirky streams of words that had tailed off with a little cartoon in the margins. Some were in blues or Elizabethan-ballad form. Others were very precise texts that immediately called your musical senses to attention.”

One thing that none of the artists considered during the entire process was what Dylan would have done with these same words—or whether he would approve of what they were doing. “This didn’t seem to want to be an exercise in mind reading or time travel,” says Costello. “I tried not to presume about matters that were not on the page. We were given the author’s permission. We didn’t steal these words. We were given this liberty, so it had to be done with panache, not in a precious or intimidated manner. Nothing good comes from fear.”

“Everybody came to this with a healthy respect for Dylan,” adds Giddens, “but also knowing that he had handed over these lyrics. It was important that people felt like they had this leeway.”
* * *
Logistically, just as the songcraft process for the new release was entirely different from Dylan’s approach back at Big Pink, the recording sessions for Lost on the River: The New Basement Tapes bore little resemblance to the setup enjoyed by Dylan and The Band. These sessions did not take place casually in the basement of a rural home, where a group of rocking roommates spent most of their time together, but rather at Hollywood’s Capitol Studios, where different artists with very busy schedules came together with a specific purpose in mind. Burnett was able to block out a two week chunk of studio time when all were available, although both Giddens and Costello missed a couple of sessions due to previous commitments. Then, he loaded the room
with instruments and allowed the musicians to work things out among themselves.

A look at the credits offers a glimpse into the looseness. Some songs find a lone collaborator interpreting Dylan’s lyrics and singing his or her song with the others offering instrumental and/or vocal support. On other tunes, a couple of the contributors pair off and vocalists trade off. Giddens handled all of the banjo and fiddle parts, while the others took the kid-in-a-candystore approach, availing themselves of anything that made a sound: Mumford played not only acoustic and electric guitars and mandolin but also drums. James, Costello and Goldsmith took turns on bass and Mellotron. Burnett added some electric guitar and, while Costello was off in Vegas playing a gig with The Roots at Brooklyn Bowl, a certain Johnny Depp came by and added some guitar licks in his place.

“We had, I think, 16 tunes going into it and when the box showed up at the studio, we found eight more songs,” says Burnett. “We just sort of felt our way through it. If somebody was inspired and wanted to take it and felt like doing one, we did it. It was all generosity. Somebody would come up with a song and somebody else would say, ‘I’ll play bass.’ Somebody else would say, ‘I’ll play drums. I’ll play guitar. Do you want any vocals?’ I just made room for good things to run wild.”

Goldsmith confirms that Burnett’s role as producer was not so much to call the specific musical shots but instead to foster creativity and teamwork. “T Bone would be in the control room and he would check in with us after takes,” he says. “I’d never worked with him before and he is so good at keeping spirits high and keeping people motivated. There were moments when I thought, ‘I sound bad’ or ‘We sound bad,’ and he would come in and talk about why
something was working. Even if, in the bigger picture, it wasn’t working yet, he would focus on what was working. That would lift everybody’s mood and make us recommit to wanting to do a good job. He wouldn’t let us get down on ourselves, which is easy for any artist to do. He really hears a lot of subtleties and was definitely working with us in a musical way as well. We were working at such a breakneck speed. We recorded something like 40 songs
[including the multiple versions by the various collaborators] in two weeks and we’d never played together. T Bone would get involved when it was fundamental stuff like a tempo, a vocal delivery or a mood but when it came to a missed chord, or maybe someone was overplaying a bit, he would let it go and they would address it in mixing or whatever. Because of the nature of the project, we had to keep moving at all times—we’d record so many songs in a day, it was insane.”

“It was actually very freeing,” says Giddens about the laxity. “And I have to give credit to T Bone and his engineers. Just the mic’ing—we’d go to another tune and he’d have to mic everybody. We’re all in one room full of basses and electric guitars. It was pretty amazing. There were a couple of songs that I remember sounded really cool and rough and he’d say, ‘Great, but let’s do something else.’ We weren’t going after a smooth, clean sound, but there were
some songs that deserved that approach. They deserved to be looked at again and sort of chased a little bit. There was a cool dichotomy going on.”

“It was rough and dirty and quick,” says James. “Like, ‘Hey, you got a song? OK, the chords are G-C-D. Let’s do it!’ Bang, bang, bang! Next song! That was fun and liberating and challenging for everyone.”

None of this would matter, of course, if the music was anything less than brilliant. It all makes for a good story: how these contemporary artists came together to complete what Bob Dylan had abandoned decades ago. But ultimately, Lost on the River: The New Basement Tapes succeeds or fails on its own accord. Fortunately, it’s as inspiring as it is inspired. From “Down on the Bottom,” the opening track, to “Lost on the River #20,” which ends it all, the 15 recordings that comprise the final album (20 on the deluxe) add up to a particularly rewarding listen—some of the finest, most original Americana of 2014.

Dylan’s voice, though not heard, is present nonetheless in the humor, the romanticism, the adventure, the pain and the weirdness of his lyrics—the music
sounds nothing like the ‘60s Basement Tapes but there’s only one person who could have written songs like “Married to My Hack,” “Card Shark,” “Duncan And Jimmy” and “Six Months in Kansas City (Liberty Street).” The performances—stunning lead vocals from Giddens and Costello, smartly framed inventive licks from the instrumentalists, and the whole vibe of it—are testaments not only to the source material but also to the collective creativity at work. Considering that the recordings were made while a full crew filmed the proceedings for a forthcoming documentary, the intimacy projected is all the more remarkable.

“I really relished singing ‘When I Get My Hands on You,’” says Mumford about one of his tunes, “because I didn’t have to have my hands on a guitar; I enjoyed just singing. I’ve never really sung a pure love song as well. It’s interesting, looking at that box of lyrics that he gave us. If he didn’t release those
lyrics, it’s just unbelievable. His tossed cuts are better than anyone else’s prime cuts!”

Of another track, “Golden Tom – Silver Judas,” Goldsmith says, “I think we spent all of 15 or 20 minutes on that one. Elvis showed us, ‘This is how it goes,’ and we all picked up an instrument and learned the harmonies and moved on. I never had a chance to really think about it, but then, when I listened back
to it once we got a hold of the masters, I was truly moved by how beautiful that one was. And when we were recording Rhiannon’s ‘Lost on the River,’ that, too, was a beautiful, moving moment.”

* * *
So why didn’t Bob Dylan record these songs if they’re so good? He hasn’t said, and his friend T Bone Burnett didn’t ask. “Some of these lyrics were some of Dylan’s most personal writing at the time,” Burnett says, “but I’m not surprised that he left them behind because it’s not his way to wear everything on his sleeve or put everything out there in some kind of obvious way or even some kind of clear way.”

Costello, who also knows and has worked with Dylan, offers another view: “Maybe if it had been raining one day in 1967, those guys would have gone back into the basement quicker and one of these lyrics would have ended up on those reels, but we might not have had, say, ‘Tears Of Rage.’”

History has dictated when each batch of songs first saw the light of day; each of the musicians has called these words, and the chance to make songs of them, a gift. “What a golden opportunity this was,” says Giddens. “You hear a lot of terrible things about egos in the music industry, but everybody put that aside for this project. Everybody laid their heart out on the table for four other artists and we took care of each other. T Bone knew how to shepherd and when to stop and when to go. It’s an amazing thing.”

“I’ve had a lot of dreams that have come true and I’ve had a lot of dreams that have not,” says Goldsmith about being called on. “But that was one that I never even thought of having.”