One of the most potent partnerships in rock history made its last stand on All This Useless Beauty, Elvis Costello’s final album with the Attractions. Though the trio of keyboardist Steve Nieve, bassist Bruce Thomas, and drummer Pete Thomas didn’t play on Costello’s debut, and he’d made albums without them before this one, there’s no denying that they did as much as Costello himself to define the sound of the late-‘70s/early-‘80s albums on which his career was built.

From Costello’s second album, 1978’s New Wave milestone This Year’s Model, to 1986’s back-to-basics basher Blood & Chocolate (discounting that same year’s non-Attractions outing, King of America), the Attractions supplied an angular, idiosyncratic sound that perfectly complemented Costello’s edgy, knotty songs. Bruce Thomas’s urgent, melodic, Paul-McCartney-on-speed bass lines often played a greater role in the arrangements than Costello’s guitar, effectively becoming a lead instrument.

Unfortunately, it was Bruce who would exit the band for good after All This Useless Beauty, leading Costello to bring in former Cracker bassist Davey Faragher and rechristen the ensemble as the Imposters. But for their last go-round, the Attractions dug into one of their leader’s most underrated batches of songs. What separated these tunes from Costello’s previous albums was that many of them were written for other artists.

Costello had originally envisioned Useless Beauty as the opposite of his approach for his 1995 covers album, Kojak Variety. It was to be a double album with the working title A Case for Song (a title he eventually used for a 1997 live video), and it would be filled entirely with his versions of his bespoke compositions for other singers. But things happen, and in the end, only half of the dozen tunes on All This Useless Beauty met that criteria.

“The Other End of the Telescope,” the graceful waltz that opens the album, is a song Costello co-wrote with Aimee Mann of ‘Til Tuesday, which the band recorded on its 1988 album, Everything’s Different Now. Costello rewrote much of the song for his take. The ominous, murmur-to-a-maniacal scream “Complicated Shadows” was penned for Johnny Cash, but the Man in Black never recorded it. Similarly, the stately soul ballad “Why Can’t a Man Stand Alone?” was intended for R&B legend Sam Moore of Sam & Dave, but Moore didn’t get around to cutting it.

“You Bowed Down,” with its undeniably Byrdsy guitar riffs, was first introduced to the world on Roger McGuinn’s 1990 comeback album, Back From Rio. And the hauntingly beautiful art song “I Want To Vanish” was first recorded by British folk singer June Tabor on 1994’s Against the Streams.

It’s also possible that the boneyard blues-rocker “Shallow Grave” was intended for McCartney; it’s one of the many tunes Costello and Macca wrote together for the latter’s 1989 album Flowers in the Dirt. The song was not among the the four co-writes that ended up the on the album, but Costello also recorded some of the tunes they wrote together, on Spike and Mighty Like a Rose, so who knows?

But some of the album’s most memorable tunes, like the title track with its rich lyrical details, and “Little Atoms” with its percolating synth and off-the-wall imagery, had nothing whatsoever to do with the original concept. When you come up with tunes like those, though, it’s tough to simply leave them sitting on the shelf, even if you’re as pathologically prolific a songwriter as Costello. So in the end, the double-length A Case for Song ended up being the single-album All This Useless Beauty, and the outside world was none the wiser.

But for all its artistic merit, the album didn’t make much commercial impact. And coming at the end of a string of not particularly successful records as well as the end of his Warner Brothers contract, it was time for Costello to lead his Bruce Thomas-less Imposters into the world that lay waiting beyond the big WB logo. The embattled bassist had been getting into dust-ups with his boss throughout their time together: Thomas's 1990 book The Big Wheel, written while Costello was working with other musicians, paints a less-than flattering portrait of his boss.

But whatever the differences between Costello and Thomas, who pretty much quit the music business entirely, they were always able to produce some mighty music together. Their last collaboration is certainly no exception.

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