Inside Out

Written by: The Traveling Wilburys
Recorded: April-May; July 1990
Producers: George Harrison, Jeff Lynne

Released: 29 October 1990

Available on:
Traveling Wilburys Vol. 3

Personnel

Spike Wilbury (George Harrison): vocals, acoustic guitar, electric guitar
Boo Wilbury (Bob Dylan): vocals, acoustic guitar
Clayton Wilbury (Jeff Lynne): vocals, acoustic guitar, bass guitar, keyboards
Muddy Wilbury (Tom Petty): vocals, acoustic guitar
Buster Sidebury (Jim Keltner): drums, percussion
Ray Cooper: percussion

‘Inside Out’ is the second song on Traveling Wilburys Vol. 3.

It was the first song the Traveling Wilburys wrote and recorded for their second album.

I mean, the first one we wrote was ‘Inside Out’. And that was within, I mean, this was from everybody arriving at the house, within an hour, we had that song written. Not the lyrics, but we had the format for the tune. Then we went out, put it down on tape. And, you know, one take, two takes maybe, to just, to get it. And then we went on, wrote another song.
Like, for instance, ‘Inside Out’. We came to write the words of that. Somebody like Bob, maybe, I can’t remember if it was Bob or Tom, he just came up with the idea, ‘look out your window, the grass ain’t green.’ And then, I just thought of ‘it’s kind of yellow.’ And then somebody else says, ‘see what I mean.’ And then we got the next bit, ‘look up your chimney, the sky ain’t blue, it’s kind of yellow.’ And then that one became a joke because every time the third line came, it kept being yellow, ‘it’s kind of yellow’.

George Harrison
The Traveling Wilburys Revisited, BBC Radio 2