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The opening track, “Tight Connection to My Heart (Has Anybody Seen My Love)“, was originally recorded for 1983’s Infidels under the title “Someone’s Got a Hold of My Heart” (eventually released on The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991). It was re-written and re-recorded several times before finding its way on to Empire Burlesque. A lushly produced pop song riding a reggae groove courtesy of Robbie Shakespeare and Sly Dunbar (better known as Sly & Robbie), the love song was singled out as the best track on the album by the most recent edition of The Rolling Stone Album Guide. The track, which features Mick Taylor on guitar (from Dylan’s 84 Tour), was also chosen as the first single for Empire Burlesque.

Clinton Heylin describes “Seeing the Real You at Last” as “a compendium of images half remembered from Hollywood movies,” as many of the lyrics made “allusions to Humphrey Bogart movies, Shane, even Clint Eastwood‘s Bronco Billy.”

The love ballad, “I’ll Remember You” was still played in concert until 2005, more so than all but one other song from Empire Burlesque. It was also featured, in an acoustic version, in the movie Masked & Anonymous, though not included on the released soundtrack.

“Clean-Cut Kid” was another song recorded during the Infidels sessions. The lyrics weren’t finished until much later, and the finished result was included on Empire Burlesque. In the interim Bob gave the song to Carla Olson of the Textones as a thank you for her appearing in his first-ever video, Sweetheart Like You. She included it on the Textones’ debut album Midnight Mission and Ry Cooder was featured on slide guitar. A novelty song wrapped around sharp political commentary, the ‘clean-cut kid’ is an average American kid who’s radically altered by his experience in the Vietnam War. Village Voice critic Robert Christgau praised it as “the toughest Vietnam-vet song yet.”

When members of the press, as well as Dylan’s own fans, dubbed Empire Burlesque as ‘Disco Dylan,’ it was mainly for the song “When the Night Comes Falling from the Sky.” An evocative song filled with apocalyptic imagery, it was originally an upbeat, piledriving rocker recorded with Steven Van Zandt and Roy Bittan, both members of Bruce Springsteen‘s E Street Band. Unsatisfied with the recording, Dylan and Baker radically recast the song as a contemporary dance track. (The earlier version was later released on The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991.)

The penultimate song, “Something’s Burning, Baby”, is another song filled with apocalyptic imagery. A slow-building march accented with synthesizers, it was singled out by biographer Clinton Heylin as the strongest track on Empire Burlesque: “An ominous tale set to a slow march beat, [it] was a welcome reminder of his ongoing preoccupations with that dreadful day.”

“Dark Eyes” features only Dylan on guitar and harmonica. According to earlier interviews and Dylan’s autobiography, Chronicles, it was written virtually on demand when Arthur Baker suggested something simpler for the album’s final track. Dylan liked the idea of closing the album with a stark, acoustic track, particularly when the rest of the album was so heavily produced. However, Dylan didn’t have an appropriate song. He returned to his hotel in Manhattan after midnight, and according to Dylan:

“As I stepped out of the elevator, a call girl was coming toward me in the hallway—pale yellow hair wearing a fox coat—high heeled shoes that could pierce your heart. She had blue circles around her eyes, black eyeliner, dark eyes. She looked like she’d been beaten up and was afraid that she’d get beat up again. In her hand, crimson purple wine in a glass. ‘I’m just dying for a drink,’ she said as she passed me in the hall. She had a beautifulness, but not for this kind of world.”

The brief, chance encounter inspired Dylan to write “Dark Eyes,” which was quickly recorded without any studio embellishment. Structured like a children’s song, with very rudimentary guitar work and very simple notes, it’s often quoted for its last chorus: “A million faces at my feet, but all I see are dark eyes.”

A number of critics have noted the bizarre sources of inspiration behind some of the songs. As mentioned, some lines were lifted from old Humphrey Bogart pictures, but at least a few were taken from the sci-fi television show, Star Trek. Author Clinton Heylin wrote that “one of the best couplets—”I’ll go along with the charade / Until I can think my way out’ (from “Tight Connection to My Heart”)—actually comes verbatim from a Star Trek episode, ‘Squire of Gothos’.” Some then say this line was originally used in the Humphrey Bogart movie Sahara, but it was not.