This was the first song recorded for Time Out of Mind, Bob Dylan's 13th studio album, which was produced by Daniel Lanois. American blues musician Duke Robillard played guitar on this track. Robillard recalled his contribution to Mojo Magazine July 2010: "They'd worked up this unbelievably cool arrangement. Bob lets you listen to him, absorb what he's doin' and come up with a part around him. I think he likes to capture musicians responding to him rather than working a part out. It puts everybody on their toes. I hopped in and played really strong blues guitar and Bob loved it! But Lanois had a hair across his ass about me. He didn't want me there, he didn't like me and he didn't like blues guitar. I tried to give him what he wanted but he just kept complaining. He'd come in and say, 'OK, I'm gonna play in this next one, Duke. You sit out.' So I'd go in the control room, they'd play for 10 minutes and Dylan would stop, take him in the corner, then Lanois would come in and say, 'OK Duke, go back out there.' Every other song was like this."