CK Retro Review: Traveling Wilburys Vol.3 by The Traveling Wilburys

Just two years after the smashing success of their debut, The Traveling Wilburys returned in 1990 for a second round of roots-rock supergrouping that they titled, with typical tongue-in-cheek, Volume 3. Alas, they were missing a family member after the death of Roy Orbison, but Bob Dylan, Tom Petty, Jeff Lynne, and George Harrison soldiered on to far less media attention and sales. Here is a track-by-track review.


11. “New Blue Moon”- Lynne was essential to the group for his expert production and his ubiquitous vocal harmonies, but none of the songs on which he took lead in the group’s brief existence ever took off. This breezy number is just well-played filler.

10. “Seven Deadly Sins”- While the idea of Dylan singing lead in a doo-wop group has a certain subversive flair, it’s not enough to carry this one very far past pleasant inconsequentiality.


9. “Poor House”- Petty’s offbeat humor comes to the fore on this hootenanny, aided by Lynne’s yelping backing vocals and Harrison’s ever-fetching slide guitar. One of the most fun tracks on the album, even if it’s easily forgettable once it’s over.

8. “The Devil’s Been Busy”- The second Wilburys album was generally a shade darker than the first, perhaps reflecting the loss they had suffered when Orbison passed away. This track, which gets a nice boost from Harrison’s sitar, is bitingly cynical, a trait that would have sounded out of place on Volume 1. Dylan gets off the best line here, directed to the victims of corrupt power: “Sometimes you’re better off now knowing how much you’ve been had.”

7. “You Took My Breath Away”- Jeff Lynne produced two Tom Petty albums to continue their professional relationship, including Highway Companion in 2006. There’s a lovely ballad on that album called “Damaged By Love,” and you can hear the seeds of that song on “You Took My Breath Away.” The lyrics aren’t as polished on the Wilburys number, but the overall pace and production makes the songs pretty much first cousins.

6. “Where Were You Last Night?”- Both Wilburys album are consistently strong, but the second one lacks any true classics along the line of “Not Enough Anymore” or “Tweeter And The Monkey Man.” Songs like “Where Were You Last Night?,” an amiable ode to romantic suspicion coughed out by Dylan with Harrison helping out, rule the day. It gets by just fine on charm and professionalism but lacks the songwriting spark that propelled Volume 1.

5. “Cool Dry Place”- We all have storage problems, but musicians probably have to deal with that more than most. I learned that from this bluesy, saxophone-embellished affair that features Petty portraying a cramped instrument collector. So what if not everyone can relate to such an uptown problem? Al least the song has a distinctive point of view, which makes it stand out here.

4. “Wilbury Twist”- As stated above, Volume 3 was a relatively dour affair compared to Volume 1. That all goes out the window on the closing track, when the Wilburys create their own dance which includes, among other distinctive moves, this command from Harrison: “Put your other foot up/Fall on your ass/Get back up/Put your teeth in a glass.” At the time, everyone hoped that the Wilburys would regale us with more music down the road, but, as a closing statement by this casual assemblage of superstars, “Wilbury Twist” is as fitting as could be.


3. “Inside Out”- Environmental concerns seem to be at the heart of this song, although the lyrics work better as a series of one-liners rather than as a coherent whole. What carries the day is the group interplay, as Dylan takes the verses, Petty the refrains, and Harrison the bridge, while Lynne adds harmony to them all in an MVP performance. This one has the effortless bounce and swing of the first album, with walled acoustic guitars and Jim Keltner’s rock steady beat doing much of the heavy lifting.

2. “She’s My Baby”- As great as the first album was, there was nothing on there that really rocked. “She’s My Baby” takes care of that right from the bludgeoning opening riff. Keltner, as usual, is crucial, and Gary Moore comes aboard to play a fierce lead guitar and a sprinting solo. The lyrics are reminiscent of Vol. 1’s “Dirty World” in their reliance on double entendres and wink-wink, nudge-nudge sexual references, that is until Dylan (who else?) gets right to the heart of it: “She like to stick her tongue right down my throat.”

1. “If You Belonged to Me”- The band’s willingness to trade jobs and share the limelight on the second album is commendable, but the finest song, ironically enough, is the one where a single band member takes center stage. In this case, it’s Dylan, pulling one of his acidic love songs out of the holster and singing it with just the right mix of wounded pride and thinly-veiled disgust. His harmonica solo is typically stellar, and the acoustic guitar mix behind him is pristine. As a matter of fact, Harrison liked the arrangement so much that he essentially re-wrote the lyrics and presented it as “Any Road,” the lead track on his final solo album Brainwashed.

(E-mail me at or follow me on Twitter @JimBeviglia. Books and e-books of material that originated on this site can be purchased from the link below.)



2 Comments on “CK Retro Review: Traveling Wilburys Vol.3 by The Traveling Wilburys”

  1. Baggy says:

    Thx CK…no five star songs here which is a shame; although much of this is enjoyable, there is not so much that seems essential , it shows how hard it is to repeat the magic and makes me treasure Wilburys 1 all the more.

    I heard that the inspiration for them wrtitng Handle With Care was an instruction written on a cardboard box in a garage. Presumably Cool Dry Place was an attempt to repeat the same trick. God knows where this use of labelling to inspire songs would have ended up. Maybe the missing Wilburys 2 contains an epic song called This Product Contains Nuts.

    Looking forward to your thoughts on the Bob Dylan albums.

    • countdownkid says:

      I would personally love to hear “This Product Contains Nuts.” It indeed was hard to make the call on no five-star songs, because I do enjoy the album a lot. But there is nothing here that matches the heights of Volume 1, which maybe isn’t surprising considering the loss of Orbison.

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