The Story Behind “Don’t Think Twice, It’s All Right” by Bob Dylan and Why It’s Not a Love Song

After Bob Dylan’s self-titled debut album failed to sell, John Hammond, who had signed the singer to Columbia Records, faced criticism from his peers. As people referred to Dylan as “Hammond’s Folly,” the A&R man was sure he was right to believe in the potential of the young folk singer.

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In April 1962, Dylan began recording his sophomore album at Columbia Studio A in New York City. The Freewheelin’ Bob Dylan took 12 months to record and gave us some of the best songs from the emerging folk scene. Where Dylan’s’ first album largely consisted of songs that were not original, his follow-up contained mostly self-composed material. The subject matter varied from political commentary straight from the headlines to biting, satirical humor to love songs. Soon after, people started calling Dylan the “Spokesman of a Generation,” a label the folk singer often renounced. Let’s look at the story behind “Don’t Think Twice, It’s All Right” by Bob Dylan.

Well, it ain’t no use to sit and wonder why, babe
If you don’t know by now
And it ain’t no use to sit and wonder why, baby
It’ll never do somehow
When your rooster’s a-crowin’ at the break of dawn
Look out your window, and I’ll be gone
You’re the reason why I’m traveling on
But don’t think twice, it’s all right

Cover Girl

The album cover of The Freewheelin’ Bob Dylan features the singer and his girlfriend Suze Rotolo walking down a New York City street. Rotolo went to Italy to study at the University of Perugia, leaving Dylan. He wrote the song as if he had left her. In her 2008 memoir A Freewheelin’ Time, Rotolo wrote about the cover: “It is one of those cultural markers that influenced the look of album covers precisely because of its casual, down-home spontaneity and sensibility. Most album covers were carefully staged and controlled, to terrific effect on the Blue Note jazz album covers … and to not-so-great effect on the perfectly posed and clean-cut pop and folk albums. Whoever was responsible for choosing that particular photograph for The Freewheelin’ Bob Dylan really had an eye for a new look.”

And it ain’t no use in turnin’ on your light, babe
The light I never knowed
And it ain’t no use in turnin’ on your light, babe
I’m on the dark side of the road
But I wish there was somethin’ you would do or say
To try and make you change your mind and stay
We never did too much talkin’ anyway
But don’t think twice, it’s all right

It Isn’t a Love Song

Journalist and social commentator Nat Hentoff wrote the liner notes for the album: “Dylan treats ‘Don’t Think Twice, It’s All Right’ differently from most city singers. ‘A lot of people,’ he says, ‘make it sort of a love song—slow and easygoing. But it isn’t a love song. It’s a statement that maybe you can say to make yourself feel better. It’s as if you were talking to yourself. It’s a hard song to sing. I can sing it sometimes, but I ain’t that good yet. I don’t carry myself yet the way that Big Joe Williams, Woody Guthrie, Leadbelly, and Lightnin’ Hopkins have carried themselves. I hope to be able to someday. But they’re older people. I sometimes am able to do it, but it happens, when it happens, unconsciously. You see, in time, with those older singers, music was a tool—a way to live more, a way to make themselves feel better at certain points. As for me, I can make myself feel better sometimes, but at other times, it’s still hard to go to sleep at night.'”

Well, it ain’t no use in callin’ out my name, gal
Like you never done before
And it ain’t no use in callin’ out my name, gal
I can’t hear you anymore
I’m a-thinkin’ and a-wond’rin’, walkin’ down the road
I once loved a woman, a child, I am told
I gave her my heart, but she wanted my soul
But don’t think twice, it’s all right

Other Recordings

Dylan borrowed the melody and some lyrics from Paul Clayton’s “Who’s Gonna Buy You Ribbons When I’m Gone?” “Don’t Think Twice, It’s All Right” was the B-side of “Blowin’ in the Wind.” The song achieved more success when other artists recorded it. For a time, it seemed trendy to record a Bob Dylan song. In 1963, Jackie De Shannon, Joan Baez, and Bobby Darin recorded it. Peter, Paul and Mary took the song to No. 9 on the Billboard Hot 100. In 1964, Brian Hyland, Dick and DeeDee, Waylon Jennings, and the Johnny Mann Singers recorded it. In 1965, Johnny Cash, Duane Eddy, Jose Feliciano, Bobby Bare, Heinz, The Ivy League, Cher, The Gants, Odetta, Trini Lopez, and The Seekers recorded it, while The Four Seasons had the biggest success, taking it to No. 12. It was later recorded by Burl Ives, Bobby Goldsboro, The Ventures, Brook Benton, The Stonemans, Elvis Presley, Jerry Reed, Dolly Parton, and Willie Nelson and Merle Haggard did it as a duet.

So long, honey, baby
Where I’m bound, I can’t tell
But goodbye’s too good a word, babe
So I’ll just kind of say fare thee well
Now, I’m not sayin’ you treated me unkind
You could have done better, but I don’t mind
You just kinda wasted my precious time
But don’t think twice, it’s all right

Bob Dylan, Guitar Picker

In 1969, Dylan told Rolling Stone magazine, “I felt real good about doing an album with my own material. My own material and I picked a little on it, picked the guitar, and it was a big Gibson—I felt real accomplished on that. ‘Don’t Think Twice.’ Got a chance to do some of that. Got a chance to play in open tuning … ‘Oxford Town,’ I believe that’s on that album. That’s open tuning. I got a chance to do talking blues. I got a chance to do ballads like ‘Girl from the North Country.’ It’s just because it had more variety. I felt good at that.”

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Photo by Michael Ochs Archives/Getty Images

One Comment

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  1. If you read Susan Rotolo’s book about her and Dylan’s time together their apartment on 4th street overlooked an alley where live chickens and roosters were kept.
    I always wondered if that is where the line “when your rooster crows at the break of dawn” comes from
    Tim Tracy

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