Bob Dylan in America

[7 October 2010]

By Sean Wilentz

Excerpted from Bob Dylan In America by Sean Wilentz (excluding footnotes; images slightly modified for online publishing). Copyright © 2010 by Sean Wilentz. Excerpted by permission of Doubleday, a division of Random House, Inc. All rights reserved. No part of this excerpt may be reproduced or reprinted without permission in writing from the publisher.

Chapter 4: The Sound of 3:00 A.M.: The Making of Blonde on Blonde, New York City and Nashville, October 5, 1965 – March 10 (?), 1966

A memory from the summer of 1966: Across the Top 40 airwaves, an insistent drumbeat led off a strange, new hit song. Some listeners thought the song too explicit, its subject of madness and persecution too coarse, even cruel. Several radio station directors banned it. Yet despite the controversy, or more likely because of it, the record shot to number three on the Billboard pop- singles chart. The singer-songwriter likened the song, which really was more of a rap, to a sick joke. His name was Jerry Samuels, but he billed himself as Napoleon XIV, performing “They’re Coming to Take Me Away, Ha- Haaa!”

cover art

Bob Dylan in America

Sean Wilentz

(Random House; US: Sep 2010)

That spring, an equally controversial single, with an eerily similar opening, had quickly hit number two, and by summer “Rainy Day Women #12 & 35” had reappeared as the opening track on the mysterious double album Blonde on Blonde by Bob Dylan, who said the song was about “a minority of, you know, cripples and orientals and, uh, you know, and the world in which they live.” Over Coppertone-slicked bodies on Santa Monica Beach and out of secluded make-out spots and shopping-center parking lots and everywhere else American teenagers gathered that summer, it seemed that the ba-de-de-bum-de-bum announcing Dylan’s hit about getting stoned was blaring from car radios and transistor radios, inevitably followed by the ba-de-de-bum-de bum announcing Jerry Samuels’s hit about insanity. It would be Samuels’s only big recording, and in July, Dylan suddenly left the scene and retreated into seclusion in Woodstock.

Such were the cultural antinomies of the time as Bob Dylan crossed over to pop stardom. Blonde on Blonde might well have included a character named Napoleon XIV, and the album sometimes seemed a little crazy, but it was no joke (not even the frivolous “Rainy Day Women”), and it was hardly the work of a madman, pretended or otherwise. At age twenty- four, Dylan, spinning on the edge, had a well ordered mind and an intense, at times biting rapport with reality. The songs are rich meditations on desire, frailty, promises, boredom, hurt, envy, connections, missed connections, paranoia, and transcendent beauty—in short, the lures and snares of love, stock themes of rock and pop music, but written with a powerful literary imagination and played out in a pop netherworld.


Al Kooper and Bob Dylan in 1966

Blonde on Blonde borrows from several musical styles, including 1940s Memphis and Chicago blues, turn-of-the-century vintage New Orleans processionals, contemporary pop, and blast-furnace rock and roll. With every appropriation, Dylan moved closer to a sound of his own. Years later, he famously commended some of the album’s tracks for “that thin, that wild mercury sound,” which he had begun to capture on his previous albums Bringing It All Back Home and Highway 61 Revisited—a sound achieved from whorls of harmonica, organ, and guitar. Dylan’s organist and musical go-between Al Kooper has said that “nobody has ever captured the sound of 3 a.m. better than that album. Nobody, not even Sinatra, gets it as good.” These descriptions are accurate, but neither of them applies to all the songs, nor to all of the sounds in most of the songs. Nor do they offer clues about the album’s origins and evolution—including how its being recorded mostly in the wee, small hours may have contributed to its 3:00 a.m. aura.


Publicity photograph of the Hawks, circa 1964. Left to right: Jerry Penfound, Rick Danko, Levon Helm, Richard Manuel, Garth Hudson, Robbie Robertson

Reminiscences and scraps of official information have added up to a general story line. During the autumn and winter of 1965–66, after his electric show at the Newport Folk Festival in July and amid a crowded concert schedule, Dylan tried to cut his third album inside of a year at
Columbia Records’ Studio A in New York with his newly hired touring band, Levon and the Hawks, which until 1964 had been the backup band for the rhythm-and-blues and rockabilly star Ronnie Hawkins. The results were unsatisfactory. Blonde on Blonde arose from Dylan’s decision to quit New York and record in Nashville with a collection of seasoned country-music session men joined by Al Kooper and the Hawks’ guitarist, Robbie Robertson. But that story line is incomplete.

From the time he began recording regularly with electric instruments, Dylan, his palette enlarged, fixated on reproducing the sounds inside his mind with minimal editing artifice. The making of Blonde on Blonde combined perfectionism with spontaneous improvisation to capture what Dylan heard but could not completely articulate in words. “He never did anything twice,” the album’s producer, Bob Johnston, recalls of Dylan’s mercurial manner in the studio, “and if he did it twice, you probably didn’t get it.” Making the record also involved happenstance, necessity, uncertainty, wrongheaded excess, virtuosity, and retrieval. One of the album’s finest musical performances, maybe its finest, unfolded in New York, not Nashville, perfected by a combo that included three musicians—Rick Danko, Bobby Gregg, and Paul Griffin—who have never received proper credit for working on the album. Some of the other standout songs were compact compositions that took shape quickly during the final Nashville sessions. And what has come to be remembered as the musical big bang in Nashville actually grew out of a singular evolution that turned one grand Dylan experiment into something grander.


At the discotheque Ondine in Manhattan on the evening of the first recording session for Blonde on Blonde, October 5, 1965. Left to right: Rick Danko, Bob Dylan, Bob Neuwirth, David Blue, and unidentified [Venetia Cunningham?]

“That’s Not the Sound” The first recording date at all connected to Blonde on Blonde took place with the Hawks in New York on October 5, 1965, barely a month after the release of Highway 61 Revisited. Dylan had just performed his half electric show at Carnegie Hall and in Newark (only his fifth and sixth concerts ever with any of the Hawks) and received a warmer response than expected. “Like a Rolling Stone” had hit number two on Billboard over the summer; now, following successful concerts at the Hollywood Bowl, and in Austin and Dallas, the booing furies of Newport and Forest Hills seemed to have receded, at least temporarily. Dylan’s new sound initially went over much better with audiences down south, where rock and roll was born, than in most other places, and so the applause at Carnegie Hall was unexpected. Dylan was also still learning about how to play onstage with a band, and the Hawks were still getting used to playing with him; the kinks would surface inside Studio A.

Left to right: Dylan, Johnny Cash, unidentified, and Bob Johnston, Nashville, Tennessee, 1969

The producer Bob Johnston, a Texas-born protégé of John Hammond’s, had overseen the last four of the six Highway 61 sessions (replacing Tom Wilson, Dylan’s record producer since The Times They Are A- Changin’), and Johnston was back for Blonde on Blonde. Not surprisingly, Dylan had not written any new material that approached “Like a Rolling Stone” or “Desolation Row.” This first day’s efforts included two takes of “Medicine
Sunday,” an early version of what would evolve into “Temporary Like Achilles,” and two takes (separated by a good deal of sketchy instrumental riffs) of another song that became two songs with very different lyrics: the first, a downtown hipster joke given the title “Jet Pilot”; the second, a quasi- parody of the Beatles’ “I Wanna Be Your Man.” The parody morphed, later in the session, into six takes of what Dylan, on the session tape, calls “I Don’t Wanna Be Your Partner, I Wanna Be Your Man,” and was later labeled “I Wanna Be Your Lover.” The parody improved during the session and had some intriguing lines—fragments from the entire day’s work would later reappear on Blonde on Blonde—but the results, maybe intentionally, amounted to musical warm- ups. The session ended with an untitled instrumental, later called “Number One,” also unreleased on Blonde on Blonde but later bootlegged. The date’s bright spot was recording new takes of “Can You Please Crawl Out Your Window?” a single left over from the Highway 61 sessions.

And the Booing Resumed

Over the next two months, Dylan and the Hawks resumed touring—from Toronto, Canada, to Washington, D.C.—and the booing resumed, though not in Memphis. On November 22, Dylan married Sara Lownds, née Shirley Noznisky, a recently divorced former actress and fashion model whom he had met privately in New York through Albert Grossman’s wife, Sally. Eight days after the wedding, two days after the Washington concert, and one day before flying off for a West Coast tour, he was back in the studio with the Hawks, minus the leader, Levon Helm, who had wearied of playing in a backup band and quit; Bobby Gregg played drums in his stead. The newlywed now carried with him a masterpiece he had to record right away. “This is called ‘Freeze Out,’ ” Dylan announced with a note of triumph as the tape started rolling for the first session take.


Bob Dylan and the Hawks at the War Memorial, Syracuse, New York, November 21, 1965

“Stop… That’s not the sound, that’s not it,” he breaks in early on. “I can’t… ’at’s not… bauoom... it’s, it’s more of a bauoom,bauoom... It’s nota, it’s nota, it’s not hard rock. The only thing in it, man, that’s hard is Robbie.”

“Freeze Out” was “Visions of Johanna,” virtually intact, but Dylan was even less certain about how he wanted it played than he was about the title. On the session tape, he and the Hawks change the key and slow the tempo at the start of the second take, if only to hear more closely. “That’s not right,” Dylan interrupts. He speeds things up again—“like that”—and bids Gregg to go to his cowbell, but some more scorching tests are no good either. “Stop… That’s not the sound, that’s not it,” he breaks in early on. “I can’t… ’at’s not… bauoom... it’s, it’s more of a bauoom,bauoom... It’s nota, it’s nota, it’s not hard rock. The only thing in it, man, that’s hard is Robbie.” A broken attempt features a harpsichord, possibly played by Garth Hudson. “Naah,” Dylan decides, though he keeps the harpsichord in the background. Out of nowhere comes the idea for a new introduction, starting off with Dylan on harmonica, preceding a slower, hair-raising, bar-band rock version. But Dylan doesn’t hear “Freeze Out” that way either, so he quiets things down, inching closer to what will eventually appear on Blonde on Blonde—and it is still not right. Dylan had written an extraordinary song—he would boast of it at a San Francisco press conference a few days later—but had not rendered its sound. Over the coming months, starting in Berkeley, he would perform the song constantly in concert, but in the solo acoustic half of the show. (The first “Visions of Johanna” date did yield, in an evening session, a forceful final take of “Crawl Out Your Window”—but the single’s ill-timed release, just after Christmas, generated mediocre American sales.)

Dylan became frustrated and angry at the next Blonde on Blonde date, held three weeks into the new year during a break from touring. In nine hours of recording, through nineteen listed takes, only one song was attempted, for which Dylan supplied the instantly improvised title “Just a Little Glass of Water.” Eventually renamed “She’s Your Lover Now,” it is a lengthy, cinematic vignette of a hurt, confused man lashing out at his ex-girlfriend and her new lover. Nobody expected it would be recorded easily. (Dylan’s manager, Albert Grossman, interjects on the tape, just before the recording starts, that there is a supply of “raw meat coming up for everybody in the band.”) The first take rolls at a stately pace, but Dylan is restless and the day has just begun.

On successive takes, the tempo speeds, then slows a bit, then speeds up again. Dylan tries singing a line in each verse accompanied only by Garth Hudson’s organ, shifting the song’s dynamics, but the idea survives for only two takes. After some false starts, Dylan says, “It’s not right… it’s not right,” as if something just keeps eluding him, and soon he despairs: “No, fuck it, I’m losing the whole fucking song.” He again changes tempos and fiddles with some chords and periodically scolds himself as well as the band: “I don’t give a fuck if it’s good or not, just play it together… just, just, make it all together, you don’t have to play anything fancy or nothing, just… just together.” A strong, nearly complete version ensues, but Dylan flubs the last verse. “I can’t hear the song anymore,” he finally confesses. He wants the song back, so he plays it alone, slowly, on the tack piano he has been playing for the entire session, and nails every verse. He reacts to his own performance with a little “huh” that could have been registering puzzlement or rediscovery. But Dylan would end up discarding “She’s Your Lover Now,” just as he would abandon a later, interesting take of an older song, originally written for the blond European chanteuse Nico, “I’ll Keep It with Mine.”

For better or worse, Dylan had become used to honing his songs and then working quickly in the studio, even when he played with sidemen. He had finished Bringing It All Back Home in just three studio dates involving fewer than sixteen hours of studio time. It took five dates, one overdub session, and twenty-eight hours for Highway 61 Revisited (along with the single “Positively 4th Street”). After three dates and more than eighteen hours in the studio on this new endeavor, Dylan had one unrealized tour de force, one potentially big song, and one marginally popular single, but little in the way of an album. One way to move forward was to bring in veterans of earlier Dylan sessions. Four days after failing on “She’s Your Lover Now,” Dylan recorded with Paul Griffin on piano, William E. Lee on bass, and, fortuitously, Al Kooper (who stopped by to see his friend Griffin but wound up sitting in on organ). Bobby Gregg returned once again to substitute for Levon Helm on the drums and was joined this time by the Hawks’ guitarist, Robbie Robertson, and bassist, Rick Danko. Dylan also brought two new songs: the funny, jealous put-down blues “Leopard- Skin Pill- Box Hat” (based in part on Memphis Minnie’s “Me and My Chauffeur Blues,” and in part on Lightnin’ Hopkins’s“Automobile Blues,” but laid aside temporarily after two strong takes) and “One of Us Must Know (Sooner or Later),” recorded simply as“ Song Unknown” after Dylan pondered in the studio but could not come up with a title. The results on “Song Unknown” were stunning.

The lyrics are straightforward, even ordinary, tracking a burned-out love affair’s misunderstandings. Dylan shifted tempos and pieced together the lyrics section by section inside the studio, working off the line, later abandoned, “Now you’re glad it’s through”; the title chorus only began to emerge on the fifth take. But the sound texture that makes “One of Us Must Know” so remarkable was built steadily, late into the night and into the next morning. After take seventeen, Dylan heeds the producer Johnston’s advice to start with a harmonica swoop. Crescendos off of an extended fifth chord, led by Paul Griffin’s astonishing piano swells (“half
Gershwin, half gospel, all heart,” an astute critic later wrote), climax in choruses dominated by piano, organ, and Bobby Gregg’s drumrolls; Robbie Robertson’s guitar hits its full strength at the finale. Intimations of the thin, wild mercury sound underpin rock-and-roll symphonics. Johnston delivers a pep talk before one last take—“it’s gotta be that soul feel”—there is a false start, then Gregg snaps a quick click opener, and less than five minutes later the keeper is in the can.

“After That, It Went Real Easy”
“We knew we had cut a good ’un when it was over,” Al Kooper remembers. But despite the successful experiment, the next day’s recording was canceled, as were two other New York dates; during the one completed session, on January 27, Dylan played around with words and driving melodies and tried to nail down some songs, but the work produced nothing of lasting consequence for the new album. A change in venue had been in the works, and despite the results on “One of Us Must Know” it would go forward. During the Highway 61 sessions, Bob Johnston had suggested that Dylan try recording in Nashville, but according to Johnston, Grossman and Columbia objected and insisted everything was going fine in New York. Dylan, though, finally went along with Johnston. He had been listening to Nashville- recorded music since he was a boy and knew firsthand how Johnston’s Nashville friends might sound on his songs. At Johnston’s invitation, the multi-instrumentalist Charlie McCoy had sat in on a Highway 61 session and overdubbed the borderland acoustic guitar runs that grace the released version of “Desolation Row,” strongly reminiscent of the great session guitarist Grady Martin’s work on Marty Robbins’s “El Paso.” It was an impressive calling card. “After that,” McCoy remembers, “it went real easy.”

Nashville Was No Manhattan

Nashville had been ascending as a major recording center since the 1940s. By 1963, it boasted eleven hundred musicians and fifteen recording studios. After Steve Sholes’s and Chet Atkins’s pioneering work in the 1950s with Elvis Presley, Nashville also proved it could produce superb rock and roll as well as country and western, rhythm and blues, and Brenda Lee pop. That held especially true for the session crew Johnston assembled for Dylan’s Nashville dates. Trying to plug songs for Presley’s movies, Johnston had hooked up for demo recordings with younger players, many of whom, like McCoy, had moved to Nashville from other parts of the South. Charlie McCoy and the Escorts, in fact, were reputed to be Nashville’s tightest and busiest weekend rock band in the mid-1960s; the members included the guitarist Wayne Moss and the drummer Kenneth Buttrey, who, along with McCoy, would be vital to Blonde on Blonde.


Charlie McCoy and the Escorts, Cadence Records publicity photograph,
1960s. McCoy is in the center, playing harmonica;
standing are (left) the drummer Kenny Buttrey holding
a guitar and (right) the guitarist Wayne Moss

Johnston’s choices (also including the guitarist Jerry Kennedy, the pianist Hargus “Pig” Robbins, the bass player Henry Strzelecki, and the great Joseph Souter Jr.—a.k.a. Joe South—the guitarist and singer who would hit it big nationally in three years with a single, “Games People Play”) were certainly among Nashville’s top session men. Some of them had worked with stars ranging from Patsy Cline, Elvis Presley, and Roy Orbison to Ann Margret. But apart from the A-list regular McCoy (whose harmonica skills were in special demand), they were still up-and-coming members of the Nashville elite, roughly Dylan’s age. (Robbins, at twenty- eight, was a relative old- timer; McCoy, at twenty-four, was only two months older than Dylan; Buttrey was just turning twenty-one.) Although they were too professional to be star struck, McCoy says, “everybody knew what a brilliant songwriter [Dylan] was” from songs such as “Blowin’ in the Wind,” but as a performer, and especially as a rock performer, Dylan’s reputation did not precede him. Still, the session men were much more in touch with what Dylan was up to on Blonde on Blonde than is allowed by the stereotype of long-haired New York hipsters colliding with well-scrubbed Nashville good ol’ boys. One of Dylan’s biographers reports that Robbie Robertson found the Nashville musicians “standoffish.” But the outgoing Al Kooper, who had more recording experience, recalls the scene differently: “Those guys welcomed us in, respected us, and played better than any other studio guys I had ever played with previously.”


Joe “South” Souter, Hargus “Pig” Robbins in Nashville, Tennessee circa 1975. Jerry Kennedy at the Mercury Records studio in Nashville, Tennessee, cira 1975

Al Kooper tells of going to the country-music star Ernest Tubb’s famous record store downtown and getting chased in broad daylight by some tough guys who disliked his looks.

(What aloofness there was seems mainly to have come from Dylan’s end. Kris Kristofferson, then an aspiring songwriter working as a janitor at the studio, recalls that police had been stationed around the building to keep out unwanted intruders. Asked if he got to meet the star, he told an interviewer, emphatically, he did not: “I wouldn’t have dared talk to him. I’d have been fired.”)

Johnston, apparently at Dylan’s request, helped bring everybody together by emptying the studio of baffles—tall partitions that separate musicians to reduce sonic reflections and prevent the sounds from one player bleeding into the microphone of another. The producer wanted to create an ambience fit for an ensemble, and he succeeded—so much so that Kenny Buttrey later credited the album’s distinctive sound to that alteration alone. “It made all the difference in our playing together,” he later told an interviewer, “as if we were on a tight stage, as opposed to playing in a big hall where you’re ninety miles apart. From that night on, our entire outlook was changed. We started having a good time.”

Of course, Nashville, for all of its musical sophistication, was not Manhattan. Kooper tells of going to the country-music star Ernest Tubb’s famous record store downtown and getting chased in broad daylight by some tough guys who disliked his looks. There were differences inside the studio, too. The Nashville musicians were accustomed to cutting three-to four-minute sides, several a day, where, McCoy says, “the artist and the song was always the number-one item.” Dylan, though, had undertaken some remarkably long songs, and apart from “Visions of Johanna” none of them was finished. Departing from his reputation for recording rapidly, Dylan kept sketching and revising in his hotel room and even in the studio—sometimes laboriously, sometimes spontaneously, seizing on inspiration so quickly it seemed like free association (and sometimes was free association). The first day of Nashville sessions passed briskly enough, but none of the remaining marathon dates ended before midnight, and they usually lasted until after daybreak. Late-night work was not uncommon in Nashville, especially when Elvis Presley was recording, but McCoy relates that it “was just unheard of at that time” to devote so much studio time and money to recording any single song.

Dylan came to Nashville after playing a show in Norfolk, having resumed his touring with the Hawks (now joined by their old backup drummer, Sandy Konikoff). He was determined to finish “Visions of Johanna,” the masterpiece that had initiated the entire enterprise. It emerged in its final recorded form at the first date and inside just four takes (only one of them complete). Dylan now knew what he wanted, and the sidemen quickly caught on: Kooper swirled his ghostly organ riffs around Dylan’s subtle, bottom-heavy acoustic strumming and Joe South’s funk hillbilly bass; Robbie Robertson’s feral lead electric guitar sneaked in at the “key chain” line in the second verse; Kenny Buttrey mixed steady snare drum with tolling cymbal taps that came to the fore during Dylan’s lonesome- whistle harmonica breaks. The thin, wild mercury sound hinted at in New York was now a fact, spun out of what had been the underlying triad of Kooper’s organ, Dylan’s harmonica, and the guitars—Dylan’s acoustic and Robertson’s electric. Yet Dylan was still experimenting. The date had begun with a song in 3/4 time, “4th Time Around,” which critics call Dylan’s reply to the Beatles’ “Norwegian Wood.” Like “Visions of Johanna,” “4th Time Around” evolved little in the studio, and even with Charlie McCoy buttressing the band on his bass harmonica, it was a much slighter song, like Bob Dylan impersonating John Lennon impersonating Bob Dylan. In still another vein, numerous takes that reworked “Leopard- Skin Pill- Box Hat” into a sort of knock- knock joke complete with a ringing doorbell, shouts of “Who’s there?” and car honks fell completely flat.

The strangest Nashville recording dates were the second and third. The second began at six in the evening and did not end until five thirty the next morning, but Dylan played only for the final ninety minutes, and on only one song: “Sad-Eyed Lady of the Lowlands.” He would later call it a piece of religious carnival music, which makes sense given its faint melodic echoes of Johann Sebastian Bach, especially the chorale “Jesu, Joy of Man’s Desiring.” Unlike “Visions of Johanna,” though, this epic needed work, and Dylan toiled over the lyrics for hours. The level of efficiency was military: hurry up and wait.

Kristofferson has described the scene: “I saw Dylan sitting out in the studio at the piano, writing all night long by himself. Dark glasses on.” Bob Johnston recalled to the journalist Louis Black that Dylan did not even get up to go to the bathroom despite consuming so many Cokes, chocolate bars, and other sweets that Johnston began to think the artist was a junkie: “But he wasn’t; he wasn’t hooked on anything but time and space.” The tired, strung-along musicians shot the breeze and played Ping- Pong while racking up their pay. (They may even have laid down ten takes of their own instrumental number, which appears on the session tape, though Charlie McCoy doesn’t recollect doing this, and the recording may come from a different date.) Finally, at 4:00 a.m., Dylan was ready. “I don’t think we’ll take a break,” he told the musicians. “Let’s just make it, see what it sounds like.”

“It’s two verses and a chorus—five times,” one of the Nashville musicians says, half- inquisitively, on the tape, just to make sure he understood right. But none of the accompanists knew what they were in for. “After you’ve tried to stay awake ’til four o’clock in the morning, to play something so slow and long was really, really tough,” McCoy recalls. After he finished an abbreviated run-through, Dylan counted off, and the musicians fell in. Kenny Buttrey recalled that they were prepared for a two- or three- minute song and started out accordingly: “If you notice that record, that thing after like the second chorus starts building and building like crazy, and everybody’s just peaking it up ’cause we thought, Man, this is it… After about ten minutes of this thing we’re cracking up at each other, at what we were doing. I mean, we peaked five minutes ago. Where do we go from here?”

Yet if the session men were baffled, it didn’t show once the tape started rolling. They were among the best artists in the business, and once they actually began playing, the song came to life about as swiftly as any of Dylan’s ever had—an astonishing feat for a track that, on the album, clocked in at eleven minutes and twenty-three seconds. After a single, beautiful, complete preliminary take—with the lyrics finished and the musical arrangement, amazingly, set—that final version was done.

Photo (partial) by © Daniel Kramer

Photo (partial) by © Daniel Kramer

Sean Wilentz is Sidney and Ruth Lapidus Professor in the American Revolutionary Era at Princeton University.  His previous books include The Age of Reagan: A History, 1974-2008, The Rise of American Democracy: Jefferson to Lincoln, which was awarded the Bancroft Prize and was a finalist for the Pulitzer Prize.  In addition to his writing as historian-in-residence at, Wilentz received a Deems Taylor Award for musical commentary and was nominated for a Grammy for his liner notes to ‘Bootleg Series, Vol. 6: Bob Dylan Live 1964—Concert at Philharmonic Hall.

Copyright © 2010 Sean Wilentz

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