1. The Other End Of The Telescope (4:06)
  2. Little Atoms (3:56)
  3. All This Useless Beauty (4:37)
  4. Complicated Shadows (4:43)
  5. Why Can't A Man Stand Alone? (3:16)
  6. Distorted Angel (4:31)
  7. Shallow Grave (2:00)
  8. Poor Fractured Atlas (3:57)
  9. Starting To Come To Me (2:43)
  10. You Bowed Down (4:53)
  11. It's Time (5:57)
  12. I Want To Vanish (3:13)
BONUS DISC (68:14)
  1. Almost Ideal Eyes (4:19)
  2. My Dark Life with Brian Eno (6:19)
  3. That Day Is Done with The Fairfield Four (5:08)
  4. What Do I Do Now? (4:26)
  5. The Bridge I Burned (5:19)
  6. It's Time (demo) (3:58)
  7. Complicated Shadows (demo) (2:24)
  8. You Bowed Down (demo) (4:18)
  9. Mistress And Maid (demo) (2:17)
  10. Distorted Angel (demo) (2:31)
  11. World's Great Optimist (demo) (2:32)
  12. The Only Flame In Town (demo) (4:11)
  13. The Comedians (demo) (3:05)
  14. The Days Take Care Of Everything (demo) (3:55)
  15. Hidden Shame (demo) (3:56)
  16. Why Can't A Man Stand Alone (demo) (2:58)
  17. Distorted Angel (Tricky remix) (5:35)
All This Useless Beauty is unusual among Costello albums in that most if not all of its songs were written early enough to have been included on his previous album.

Often described as a collection of songs written by Costello for other artists, only four of the album's songs had been previously released ("The Other End Of The Telescope" by 'Til Tuesday, "You Bowed Down" by Roger McGuinn, and "All This Useless Beauty" and "I Want To Vanish" by June Tabor), while two others had been rejected by the artists for whom they were intended ("Complicated Shadows" by Johnny Cash and "Why Can't A Man Stand Alone?" by Sam Moore). It is unclear whether the McCartney/MacManus collaboration "Shallow Grave" was intended for McCartney or MacManus, but either way it had gone unreleased until now. Elvis said "'Poor Fractured Atlas' was written for a woman to sing." According to one report, the woman was Aimee Mann, who never recorded it.

Whether the remaining four songs ("Little Atoms," "Distorted Angel," "Starting To Come To Me," and "It's Time") were intended for other artists remains a mystery. If they were, their identities have yet to be revealed. Certainly the fact that Elvis says in the liner notes that he had other singers in mind when writing "many" of these songs suggests that some were not intended for other singers.

Regardless, "songs written for others" was certainly the focus of the original concept of a double album with the working title A Case For Song, described in Elvis' liner notes as "a songwriter's compendium, using any ensemble that the music dictated." It was probably before recording commenced that it was scaled back to a single album in which Elvis would be backed by the Attractions (although additional musicians were used on "All This Useless Beauty" and "I Want To Vanish," with the Attractions rhythm section going unused on the latter). Some songs were undoubtedly dropped from consideration at this point simply because they did not suit the Attractions' instrumentation.

After opening with several previously released stray tracks from the period, the bulk of the bonus disc is devoted to demos, some for songs which made the album, and others for songs which might have made the album had he stuck with the original concept. Because these songs were written over a period of several years, the demos were recorded over several years as well, meaning that the All This Useless Beauty bonus disc is unique among the Rhino reissues in that it bears little chronological connection to the original album.

Whether it was because the information was unavailable or because somebody chose to downplay the chronological disparity, Rhino's CD booklet is sorely lacking in recording details for the various bonus tracks. I have attempted to make as much sense of them as possible below.


With the CD booklet offering a 1990 copyright date and this home demo sharing a similar sound with the demos on the Mighty Like A Rose bonus disc, it seems very likely that this was recorded around 1990. Elvis' cryptic remark in the liner notes about the line "if you do have to leave me, who will I have left to hate?" making the song "in a strange way... the sequel to 'Tramp The Dirt Down'" suggest that it may have been inspired at least in part by Margaret Thatcher's resignation in November 1990.

This is described in Elvis' liner notes as "the version of 'You Bowed Down' made for Roger McGuinn," who requested Elvis write a song for him after participating in the Spike recording sessions in 1988 and released his own version of "You Bowed Down" in 1991. Although this would suggest that the demo was recorded sometime between 1988 and 1991, the track notes also indicate that Elvis is backed by the Attractions on the demo, and all available evidence indicates Elvis never worked with the full Attractions lineup during this period. It would appear to be impossible for it to be both an Attractions recording and a demo made for Roger McGuinn, so the Rhino notes are probably in error. My ears say it's not the Attractions, but I'll assume it really is the demo made for McGuinn, most likely sometime between 1988 and 1990.

Paul McCartney's version of this McCartney/MacManus composition was included on his 1993 album Off The Ground. Elvis calls this home demo "my only recording" of the song, although he also performed it live with McCartney in 1995 and in abbreviated form without McCartney on VH1 Storytellers in 1996. While it is not inconceivable that Elvis could have attempted a solo demo even after the release of McCartney's version, my guess is this was recorded shortly after the song was written, around 1991.

"Distorted Angel" was the first song attempted with the reunited Attractions during the Brutal Youth sessions in 1993, which is also the year that the song was copyrighted. The distorted home demo was probably recorded in 1993 or shortly before, possibly at the same time as the four demos included on the Brutal Youth bonus disc.

Co-written by Elvis and Aimee Mann, this basic song eventually appeared on Mann's 2000 album Bachelor No. 2 in significantly rewritten form under the title "The Fall Of The World's Own Optimist." But Aimee had first performed the original version in concert in 1994, when it was introduced as written "just days ago, just week ago." She may have been engaging in a bit of a hyperbole, but 1994 seems like the most likely recording date for this demo, described by Elvis as "my very first draft" of the song.

The song from 1984's Goodbye Cruel World had some lyrics rewritten for this demo intended for Aaron Neville. It is difficult to estimate the recording date, although it was probably not any earlier than 1987, since Elvis was still performing the song in concert at that point, and he stuck to the original lyrics. It is perhaps also worth considering that Aaron Neville's solo career was largely dormant before his hit duets with Linda Ronstadt in 1989 and 1990 led to a high-profile solo album in 1991. While it is certainly possible that Elvis could have been gearing songs to Neville in the late '80s, he would have had far more of an incentive to do so in the early '90s.

Another song that appeared in an earlier incarnation on Goodbye Cruel World was drastically reworked and given to Roy Orbison, who included it on his album Mystery Girl, completed just before his death. The demo circulated among Costello collectors as part of "the Spike demos" for years prior to this official release. According to the Spike liner notes, the other demos were recorded February 16, 1988, at Eden Studios, but it is unclear whether "The Comedians" was recorded at the same time, or if it was merely an unrelated demo that happened to be tacked onto the Spike collection. The fact that Orbison performed the song (with Costello) on September 30, 1987, as part of his A Black And White Night TV special is reason enough to question the 1988 recording date, especially since Elvis implies in the Bespoke Songs, Lost Dogs, Detours & Rendezvous liner notes that the TV special took place after Orbison had recorded the song. With that in mind, 1987 seems like the most likely recording date for this demo.

This song, also intended for Roy Orbison, was completely unknown to Costello collectors prior to this release. The CD booklet gives a suspiciously early copyright date of 1984. Even if it really was written that far back (perhaps it was started in 1984 but revised later, as with "The Comedians" and "The Only Flame In Town"?), this demo may not have been recorded until 1987 or 1988, around the time of "The Comedians." It seems safe to rule out any date after Orbison's death in December 1988.

Since Elvis was inspired to write this song after Johnny Cash's May 13, 1989 appearance at the Royal Albert Hall, and Cash's own version was released at the very beginning of 1990, this demo, a definite highlight of the bonus disc, must have been recorded in 1989.

As Elvis describes it, this demo presents the song "in, what I imagined might be, Sam Moore's key." Moore actually did attempt to record the song before ultimately rejecting it, although that recording session is probably most notable for reacquainting Elvis Costello and Steve Nieve. That session took place in 1992, and this demo was probably recorded not long before that.


In July 1996, Elvis released four separate singles in the UK ("Little Atoms," "The Other End Of The Telescope," "Distorted Angel," and "All This Useless Beauty"), all of which featured "Almost Ideal Eyes" as the B-side. It also received a US release on the "You Bowed Down" CD single. The only available outtake from the All This Useless Beauty sessions was originally written for David Crosby, who did not record it.

MY DARK LIFE with Brian Eno
In the book A Year With Swollen Appendices, his diary for 1995, Brian Eno tells the story of turning up to a November 22, 1995 recording session in London expecting to collaborate with Elvis on a new song, only to discover Elvis had brought along this "completely (and minutely) written piece." This was recorded especially for Songs In The Key Of X, the soundtrack album for the TV series The X-Files, and was also included on Extreme Honey: The Very Best Of The Warner Bros. Years.

THAT DAY IS DONE with the Fairfield Four
This McCartney/MacManus composition was written in 1987 and first released on McCartney's Flowers In The Dirt in 1989. This version was recorded in Nashville in February 1996 and released in September 1997 on the Fairfield Four's album I Couldn't Hear Nobody Pray (despite the vocal group appearing strictly in a supporting role on the track) and also on The Very Best Of Elvis Costello in 1999. Elvis had first performed the song with the Fairfield Four at the Meltdown festival in June 1995, shortly before starting work on All This Useless Beauty, and he may well have had this collaboration in mind for the original album concept of "a songwriter's compendium, using any ensemble that the music dictated."

After the band Sleeper contributed a cover version of "The Other End Of The Telescope" to the "All This Useless Beauty" CD single in July 1996, Elvis returned the favor by recording this song from their current album. It was released in December 1996 on the various artists collection 17 Volume (Fifth Birthday Bumper Bonanza!).

This was recorded in 1997 with Matt MacManus and Danny Goffey as the obligatory "new song" on Costello's contract-fulfilling compilation Extreme Honey: The Very Best Of The Warner Bros. Years. Since that album is out of print and unlikely to be reissued in the foreseeable future, it is fortunate that its one exclusive track and one other vaguely rare track ("My Dark Life") can now be found here.

This demo has an unusual release history. It was originally scheduled for release under the title "Complicated Shadows (Cashbox version)" on the UK CD single for "The Other End Of The Telescope" in July 1996. Due to a production error, the album version was included in its place, and the correct "Cashbox version" was available only on the German version of the single prior to its release on this collection. Recorded especially for Johnny Cash (hence the "Cashbox" moniker), probably in 1993, the song went unused on his album American Recordings.

The four singles released in July 1996 also included two remixes of "Little Atoms" and covers of "All This Useless Beauty" and "The Other End Of The Telescope," but Elvis considered Tricky's reworking of "Distorted Angel" "by far the most interesting of these," and it was the only one of these oddities to reappear on the Rhino bonus disc. It was first released on the "All This Useless Beauty" CD single in the UK and the "You Bowed Down" CD single in the US.


    [Live From The Music Hall Volume Three album by various artists]
The title song went unrepresented on the All This Useless Beauty bonus disc despite the availability of this rare solo performance (from Los Angeles radio station KSCA), which was released very briefly on a limited edition CD sold only at Virgin Megastores in the Los Angeles area.

    [Live From 6A: Great Musical Moments From Late Night With Conan O'Brien album by various artists]
    [VH1 Storytellers album by various artists]
These two Costello & Nieve performances are fine on their own merits, but there is little to distinguish them from the similar performances of the same songs on the Costello & Nieve box set.

    ["Distorted Angel" CD single]
    ["Distorted Angel" CD single]
These lengthy remixes by DJ Food run 11:07 and 7:57, respectively, and yet neither finds room to include the song's final verse.

AUBERGINE with the Jazz Passengers
[Individually Twisted album by the Jazz Passengers]
DONCHA GO 'WAY MAD with the Jazz Passengers featuring Deborah Harry
[Individually Twisted album by the Jazz Passengers]
Elvis recorded his vocal for "Doncha Go 'Way Mad" (and probably "Aubergine" as well) at Electric Lady Sound Studios in New York on May 29, 1996, right after his VH1 Storytellers appearance. Deborah Harry's duet vocal was added later. Although the All This Useless Beauty bonus disc is where these recordings would fit chronologically, reissue co-producer Gary Stewart offered them as examples of songs that would fit on the proposed collection of Elvis' "artier things."

    ["The Bridge I Burned" promo-only CD single]
    ["The Bridge I Burned" promo-only CD single]
The "Facino mix" (which should probably be spelled "Ficino," since it is named after the philosopher Marsilio Ficino, who is quoted in the song) is a fairly ordinary remix, but the "Pop Lie mix" actually features a completely different set of lyrics over the familiar backing track. Given the obscurity of this promo-only release, the "Pop Lie mix" might have been a better choice for the bonus disc than the more common Extreme Honey version. Hopefully Rhino will find a home for it eventually.

THAT DAY IS DONE (LIVE, NASHVILLE, OCT. 1, 1997) with the Fairfield Four
    [Live From Mountain Stage album by the Fairfield Four and friends]
Taken from an appearance on the Mountain Stage radio program intended to promote the release of the Fairfield Four album, this live performance is quite similar to the studio version included on the bonus disc.


Elvis Costello and Burt Bacharach wrote "God Give Me Strength" to be sung by the main character in the film Grace Of My Heart. It apparently took quite some time before somebody came up with the idea of Elvis and Burt also recording it together, and before that happened Elvis recorded this version with the Attractions during the All This Useless Beauty sessions. It was included in a preliminary lineup for Rhino's reissue, and Elvis even mentions it in the liner notes. But according to Elvis, "no decent mix of it has come to light," hence its ultimate exclusion. (Of course, if the mix is truly the problem, Elvis would presumably have the option of remixing it from the multitracks.)

In the March 1994 issue of Musician magazine, writer Bill Flanagan describes the demo sent to David Crosby, "with multilayered 'Déjà Vu' vocals, If I Could Only Remember My Name harmonies and high 'Carry On'-like eruptions." Although it is unclear whether the song was submitted for a specific Crosby project, if it was, it was most likely the 1993 album Thousand Roads, which drew heavily from songs by other writers. This would suggest a 1992 or 1993 recording date for the demo.

Elvis told Mojo in 1996 that he and the Attractions attempted a "Sonic Youth version" of this song ("but it didn't work") before settling on the album arrangement.

THAT DAY IS DONE (DEMO) with Paul McCartney
This is not available to collectors, but Elvis mentions its existence in his liner notes for the Fairfield Four's I Couldn't Hear Nobody Pray: "The unpublished duet demo recording, made that afternoon, remained the closest to the real feeling I had for singing the song until I attempted to perform it with the Fairfield Four in London." This was probably recorded in 1987.

This song was co-written by Aimee Mann and first released by her band 'Til Tuesday in 1988. When Elvis came to record his own version for All This Useless Beauty, he ended up rewriting much of the lyrics in the studio — but only after he had cut a rough version with the original lyrics. In addition, he sang the original lyrics at the August 1995 concerts held at New York's Beacon Theatre just prior to the album's recording, and those shows were professionally recorded.

This song was apparently dropped from consideration for All This Useless Beauty when Ronnie Drew decided to record it. Although it was reportedly not attempted during the album sessions, a professionally recorded live performance at the Beacon Theatre certainly exists. The fact that this song did not turn up on Rhino's bonus disc may indicate that Elvis still hopes to record the song properly in the future.


All three of these songs were performed June 28, 1995, at the Meltdown festival by Elvis and the "Punishing Kiss Band" (the Brodsky Quartet augmented by a small jazz combo). It seems extremely likely that these were among the songs slated for the original A Case For Song concept but dropped from consideration when it turned into an Attractions project. Elvis specifically mentions the Meltdown arrangement of "Punishing Kiss" as a contender in the Rhino liner notes, while the Meltdown arrangement of "Upon A Veil Of Midnight Blue" was revived in June 1996 when Elvis, the Attractions, and the Brodsky Quartet were joined by additional musicians on a Later With Jools Holland appearance promoting All This Useless Beauty. (That performance was officially released on the video A Case For Song, which took its name from the album's working title. It was also scheduled for release on The Very Best Of Elvis Costello in 1999 but dropped at the last minute.) An early version of "Having It All," meanwhile, was dropped from the lineup of Rykodisc's King Of America right around this time, which may have been the result of Elvis thinking of re-recording it for the new album. Although it is extremely unlikely that any of these songs -- all originally written for other artists -- were attempted during the All This Useless Beauty sessions, the Meltdown performances were recorded, and a demo of "Punishing Kiss" exists.


Although there is no real evidence to suggest that these songs were ever under consideration for the album, both were written for other artists and performed live at 1995-1996 concerts that were professionally recorded.

Elvis may still intend to record these songs, all of which were premiered in concert in 1995 or 1996. Of the three, only "Passionate Fight" has seen an official release, in a version by Ute Lemper.

The original recording of "The Bridge I Burned" interpolated four lines of lyrics from Prince's "Pop Life." When Prince refused permission for this version to be released, Elvis replaced them with a quotation from Marsilio Ficino. Although Rhino did attempt to include the original version on the reissue, permission was again refused. Another possible outtake from the session for "The Bridge I Burned" was mentioned in Melody Maker by drummer Danny Goffey, who described jamming with Elvis on John Lennon's "Instant Karma!" It is unclear whether this was a full-fledged performance of that song or just a bit thrown into a version of "The Bridge I Burned." Elvis had described his prior live performances of "Pop Life" as being "in the style of 'Instant Karma,'" which presumably explains why that song would be on his mind during the session.


The version of "God Give Me Strength" from Live On Letterman: Music From The Late Show fits here chronologically, but it is listed on the Painted From Memory page.

Elvis' contributions to John Harle's Terror And Magnificence were recorded around the time of All This Useless Beauty but are discussed on The Juliet Letters page.

Although it could just as easily have been included here for thematic reasons, a demo for "Starting To Come To Me" (actually retitled "It Started To Come To Me") appears instead on the Mighty Like A Rose bonus disc, which is presumably where it fits chronologically.

Two of Elvis' more significant live releases -- 1995's Deep Dead Blue with Bill Frisell and 1996's Costello & Nieve box set -- derive from this period and technically belong in the "What's Missing" list above (although two tracks from Deep Dead Blue appear on The Juliet Letters bonus disc). They are discussed instead in the section of this site devoted to The Unreissues.

Although the "What's Missing" list is generally limited to songs which seem reasonably likely to have been considered for the original album or its bonus disc, there are a number of other songs which Elvis had written (or co-written) for other artists by the time of the All This Useless Beauty sessions but never released himself. These too would fit the original A Case For Song concept, although it seems unlikely that even the proposed double album would have made such an exhaustive survey: "That's What Friends Are For," "(I Love You) When You Sleep," "Why Don't We Even Try Anymore," "Back On My Feet," "Shadow & Jimmy," "The Miranda Syndrome," "The Lovers That Never Were," "My Brave Face," "You Want Her Too," "Don't Be Careless Love," "It's Not Too Late," "Miss Mary," "This Is A Test," "Earthbound," "Fill In The Blanks," "The Nameless One," "I Want To Stand Forever," and "I Don't Want To Confess."

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