The 30 Greatest Bob Dylan Songs: #4, “Don’t Think Twice, It’s All Right”

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Pop quiz: what’s the appropriate amount of times to think about a lover who has just walked out your door?

Correct Answer: ONCE.

From “Postively 4th Street” to “You Go Your Way (And I’ll Go Mine),” Bob Dylan has proven to be a masterful songwriter of “kiss-off” songs, adding another element to rock lyrics that punk would perfect.

“Don’t Think Twice, It’s All Right,” is his perhaps his best, saddest, and sweetest kiss-off song, evoking feelings that are equally world weary, tender, forgiving, and spiteful. It’s a classic on an album of classics that introduced Dylan to the world at large (The Freewheelin’ Bob Dylan), and its poignant, knowing refrain has been burned into our hearts and minds for decades.

Elements of a classic: the plaintive vocal, sweet and doleful finger-picking, cathartic, hillbilly harmonica, and a melody that builds momentum like a freight train. In fact, it might be the Dylan song with the most chords in it (if you don’t count “In Search of Little Sadie”, “Ballad of a Thin Man,” “Tears of Rage,” and a couple of others.)

Also, the classic lines:

“When your rooster crows at the break of dawn,
look out your window and I’ll be gone”

“Goodbye’s too good a word babe, so I’ll just say fare thee well”

“I once loved a woman, a child I’m told”

“I gave her my heart but she wanted my soul”

Maybe Dylan intended it for his girlfriend Suze Rotolo, who famously went away to Italy, and neglected to come back (for a little while, anyway). From Howard Sounes’ “Down the Highway,” on the 1964 Newport Folk Festival:

“Backstage, Bob Dylan wore movie star shades and cracked a bullwhip he had received as a gift from Joan Baez. The whip added to the frisson surrounding the couple, a semisecret affair made more exciting because Suze was also at the festival. Baez headlined the evening concert on Sunday. Before performing “Don’t Think Twice, It’s All Right,” she told the audience that it was a song about a relationship that had lasted too long. Suze walked out of the arena, apparently close to tears.”

Well, that’s just sad. Another sad fact about “Don’t Think Twice” is that Dylan is not the sole author — instead, it was born out of the life-giving “folk process” so popular in the early 60s, when nobody in the folk music revival really “wrote” anything.

Influential folksinger Paul Clayton is said to have imparted the seeds of the melody to Dylan, as well as much of the lyrical conceit (Clayton is also heavily rumored to have inspired Joni Mitchell’s “Blue” and Dylan’s “It’s All Over Now, Baby Blue”; if so, it could be argued that he was well compensated for his generosity).

Clayton recorded “Who’s Goin’ To Buy You Ribbons When I’m Gone?,” the song which “Don’t Think Twice” derives from, in 1960, two years before Dylan recorded “Don’t Think Twice.”

The lyrics to “Ribbon”:

It ain’t no use to sit and sigh now, darlin, And it ain’t no use to sit and cry now,
T’ain’t no use to sit and wonder why, darlin,
Just wonder who’s gonna buy you ribbons when I’m gone.

So times on the railroad gettin’ hard, babe,
I woke up last night and saw it snow,
Remember what you said to me last summer
When you saw me walkin’ down that road.

So I’m walkin’ down that long, lonesome road,
You’re the one that made me travel on,
But still-I-can’t-help wonderin’ on my way,
Who’s gonna buy you ribbons when I’m gone?

Here’s how it all played out, as recounted by someone named Krasilovsky, in the book “Paul Clayton and the Folksong Revival” by Bob Coltman (his first name is not available in the Google Book Search excerpt, sorry.)

“We sent a tune detective down to interview the professors re….”Who’s Gonna Buy Your Ribbons,” based on Paul’s teaching his friend Bob Dylan the basic song, which was then varied. Paul asked his friend for a co-authorship credit. But the problem with Paul was that he was authentic in finding the true public domain. The tune detective who went to interview the professor was able to locate a song that was likely to have been the source, as the true public domain. We were successful in beating him down, because if he had true public domain as his source, then he couldn’t make any claim under the copyright.”

According to Coltman, Clayton received $500 dollars from Dylan’s management ($4,500 less than Jean Ritchie, who’s song “Nottanum Town” inspired “Masters of War,” received) and the case was dropped. Dylan listed the melody as “traditional, arranged by Bob Dylan” in the Freewheelin’ liner notes.

“Don’t Think Twice” might have been derived from the folk process, but with it, Dylan created an indelible folk song for us all to sing. More so than “The Times They Are A-Changin’,” more than “Blowin’ In the Wind,” “Don’t Think Twice” has emerged as Dylan’s true populist anthem, in part because it’s so lovable; breezy and hummable, yet effortlessly profound.

Suitably, it’s been covered by billions, from amateur guitarists and dimestore folkies to Eric Clapton and Joan Baez. The Allman Brothers Band, Johnny Cash, and Bryan Ferry each cut versions of this song, as did the Waifs, the Seekers, Susan Tedeschi and Frankie Valli. Peter, Paul and Mary helped popularize it the year it was released. Ramblin’ Jack Elliott, who Dylan learned a trick or two from, performs a masterful version of this song, live and on record.

An interesting side note, via Wikipedia:

“On the first release of the song, instead of “So I’m walkin’ down that long, lonesome road babe, where I’m bound, I can’t tell” Dylan sings “So long, honey babe, where I’m bound, I can’t tell”. The lyrics were changed when Dylan performed live versions of the song and on cover versions recorded by other artists.”

“Don’t Think Twice” remains and enduring live favorite. Even at his croakiest, Dylan can still do this song justice, trading the original’s lithe finger-picking for lightning-fast strumming and weathered, off-beat vocalizations.

On the day he is laid down in his grave, surely somebody somewhere will be singing “Don’t Think Twice, It’s Alright.”


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  1. This is not a number four song. Great song, but not even close. Better than It’s Alright ma, Vision of Johanna, Hard Rain, DESOLATION ROW? No way. Maybe if i was in a particular mood.

    I knew a surprise was coming and this must have been it.

    Don’t get me wrong its brilliant but not a number four. This reinforces the ultimate dilemma that it is an impossible task to rank these songs in any kind of order.

  2. I’m not sosure it’s top 5, either….but it ain’t my list. Can’t really argue against it.

    Will say this: Joan Baez is a real b-word….and obsessed with Dylan.

  3. “This is not a number four song. Great song, but not even close.”

    I think the author is taking into account the overall cultural impact of these songs, the creative context, and the stories associated with them, not just looking at each one through a microscope.

  4. -Alan

    I would not put this at the top of the list of cultural impact songs from Dylan.

    Also I don’t think someone should have to know the “creative context and stories associated with them” in order to rate a song. Why do you think he rarley discusses what was behind most of his songs, because it doesn’t matter, it only matters what the listener thinks and interperts. If your going to rate them that way then ithe list should be a discussion for purley Dylanologists rather then general listerners.

    So, I was just saying Its not number 4 on my list thats all. Still a great song.

  5. I prefer this to the other two songs you have listed in the top ten from this album. But, I think the album is overrated. Great tune, great vocal, and the lyrics are good-ish.

    I usually find myself comparing this to “It Ain’t Me, Babe,” and I VASTLY prefer “It Ain’t Me, Babe.” If you listed “It Ain’t Me, Babe” in your top anything, I wouldn’t have any qualms. It’d easily make my top 20–probably not quite my top 10.

    Good song, though.

  6. “Also I don’t think someone should have to know the “creative context and stories associated with them” in order to rate a song. Why do you think he rarley discusses what was behind most of his songs, because it doesn’t matter, it only matters what the listener thinks and interperts”

    I agree 100%.

  7. This has been a great series, thanks. Don’t agree with every selection, but a splendid job of sifting through gold for the …. what beats gold?? And now that there are only three spots left, I’m stumped as to how the laws of physics will permit inclusion of (in no particular order)…
    Blind Willie McTell
    Like a Rolling Stone
    Blowin’ in the Wind
    Shelter from the Storm
    Cold Irons Bound
    Series of Dreams
    All Along the Watchtower
    Up to Me
    Love Minus Zero/No Limit
    Gates of Eden
    Chimes of Freedom
    Stuck Inside of Mobile with the Memphis Blues Again
    Just Like Tom Thumb’s Blues
    I’m Not There

    Once again, great job.

  8. “I don’t think someone should have to know the ‘creative context and stories associated with them’ in order to rate a song.”

    I actually agree too, matter of fact I don’t think any artwork should be judged that way, necessarily. I was trying to explain this author’s reasons for his song placement.

  9. It may not be my #3 Dylan song, but I’m sure there are those out there that would list it #1.

    What it does have going for it in my opinion is the nice fingerpicking and it is one of Dylan’s best vocal performances.

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