The Traveling Wilburys second album had a wry title, as volume 2 had already appeared as a bootleg. Also continuing the frivolous tone set by the first, the "characters" name were changed as you can see above. No replacement was made for Roy Orbison but the album did include a dedication to Lefty Wilbury.

Recording took place at a private home studio in Bel Air, California between April and May 1990. One track was released separately as a charity single, which was a track the Beatles themselves had recorded in June 1961 when they backed Tony Sheridan in Hamburg during their first ever commercial recording session. See "Nobody's Child" the single.
George does not have an entire lead vocal on this album, although there was an all-Harrison song recorded at the sessions called "Maxine", but this was left off the album (although, of course, it has turned up on bootlegs).
One other unreleased track was a Dylan song, "Like A Ship".

The cover photograph was taken by Caroline Greyshock.