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During late 1984 and early 1985, Costello undertook a series of solo tours, sharing the bill with musician T-Bone Burnett. Costello and Burnett recorded a single together in early 1985, and ventured to imagine appropriate backing musicians for Costello's new songs. They booked time at Ocean Way and Sunset Sound studios in Los Angeles, and assembled members of the TCB Band who had backed Elvis Presley in the 1970s (Costello being more familiar with their work on records by Gram Parsons and Emmylou Harris). Other sessions included the jazz bassist Ray Brown and New Orleans drummer Earl Palmer, and a group of musicians dubbed 'the Confederates,' featuring T-Bone Wolk, Mickey Curry, and producer Mitchell Froom.
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