Almanac Music: Dylan Cover Songs – Every Song Vol.7: February-August 1964 PLUS ‘Another Side Of Bob Dylan’ album

 

This seventh article in the ‘Every Song’ series will try to recapture, at least in part, Dylan’s ‘story’ and the songs that entered his songbook between February and August 1964. The article will conclude with a complete re-creation of Dylan’s fourth studio album ~ Another Side Of Bob Dylan ~ in ‘cover song’ style.

 

Throughout the ‘Every Song’ series, I have diligently maintained the practice of numbering each Dylan composition based on when the song was written, rather than when it was recorded or released. I will continue to use the forensic tools available to me to continue this practice, even though Dylan’s changing songwriting habits make this task problematic. For the record, we finished the ‘Every Song Vol.6’ article with the 66^th song in Dylan’s anthology ~ ‘Restless Farewell’ ~ written in late October 1963 and released on The Times They Are A-Changin’ album.

 

We re-enter Dylan’s story in February 1964, following an unprecedented songwriting hiatus that has lasted three months. As we move forward it is critical to recognise that Dylan’s manager, Albert Grossman, is increasingly unfurling his protective veil over, under and around Dylan, to keep him focused on the main game – songwriting, performing, recording, creating a unique image, making waves and making lots and lots of money.

 

 

February

 

Dylan, still four months shy of his 23^rd birthday, began February in Ontario, Canada filming an episode of ‘Quest’, for the Canadian Broadcasting Commission (CBC). The episode featured Dylan in a log cabin setting, surrounded by several hardy ‘mountain’ men, singing six songs ~ ‘The Times They Are A-Changin’’; ‘Talkin’ World War III Blues’; ‘The Lonesome Death Of Hattie Carroll’; ‘Girl From The North Country’; ‘A Hard Rain’s A-Gonna Fall’; and ‘Restless Farewell’. The entire episode (27min:19sec) is well worth watching – in some ways it is bizarre; in other ways it is captivating.

 

 

 

 

‘Quest’ was a weekly entertainment and information program broadcast by CBC at 10.30pm on either a Tuesday or Sunday. The program ran from January 1961 – March 1964. The Dylan episode, filmed on 1 February and broadcast on 10 March, ended up being the final episode.

 

 

‘On The Road’ Trip

 

On 5 February, Dylan accompanied by Victor Maymudes (road manager and Grossman staffer), Paul Clayton (friend and unaccredited composer of the tune to ‘Don’t Think Twice, It’s All Right), and Pete Karman (journalist and friend of the Rotolo’s) set off from New York in a new blue station wagon on a road trip across the USA. The itinerary had been roughly planned around several concert dates/locations.

 

What has been written about this road trip, mostly taken from the recollections of Peter Karman, can be summarised as follows:

 

• envelopes of dope were sent to certain post offices along the way for collection to keep the travelling party high and happy;
• Dylan stayed in touch with Suze Rotolo by phone along the way until the latter weeks of the trip when his entourage was nearing the West Coast and a long-awaited reunion with Joan Baez;
• the actual road trip took 16 days (i.e. 5 – 21 February) and covered over 4,500 miles (from New York City to San Francisco via Charlottesville, Atlanta, New Orleans, Jackson, Dallas, Denver, and Reno);
• during the trip, Dylan settled into the back seat of the station wagon, along with his portable typewriter, and worked on the lyrics to ‘Chimes Of Freedom’;
• a two-night stopover in New Orleans coincided with Mardi Gras and this most likely gave Dylan inspiration for ‘Mr Tambourine Man’;
• a brief stopover in Dallas allowed the entourage to take in the scene of the recent (November 1963) assassination of President Kennedy;
• Dylan played small auditorium concerts at Emory University, Atlanta (8 February); Tougaloo College, Jackson (12 February); and Denver Municipal Theatre (15 February).

 

 

Meanwhile, back in New York City:

 

• The Beatles arrived on 7 February for their first USA visit. Their single ‘I Want To Hold Your Hand’ hit #1 on the Billboard Top 100 chart, replacing Bobby Vinton’s ‘There! I Said It Again’;
• On 9 February, The Beatles appeared on The Ed Sullivan Show, watched by 73 million viewers;
• On 12 February, The Beatles performed two sold out concerts at Carnegie Hall, with surrounding streets closed due to fan hysteria;
• In mid-February, the Meet The Beatles album reached #1 on the Billboard Top 200 album chart – knocking The Singing Nun from the #1 spot she had held since the beginning of January;
• On 16 February, The Beatles appeared on the Ed Sullivan Show for a second time; and
• On 22 February, The Beatles returned to England with their mission well and truly accomplished.

 

There is no doubt that Dylan would return to a very different New York City to the one he momentarily left at the beginning of February. His own The Times They Are A-Changin’ album had been released on 10 February. For the record (and in contrast to The Beatles immediate #1 success), The Times They Are A-Changin’ took four weeks to nudge into the Billboard charts at #109 and peaked at #20 some five weeks later (i.e. on 18 April 1964).

 

There is also no doubt that when Dylan heard ‘I Want To Hold Your Hand’ coming over the car radio on his road trip somewhere in the vast arid landscape of Southwest USA, he realised the days of ‘acoustic folk’ were well and truly numbered.

 

 

Let’s resume Dylan’s story on the other side of the USA:

 

On 22 February, Dylan performed at the 3000 seat Berkeley Community Theatre. The eighth song on the set list was the first live performance of ‘Chimes Of Freedom’, which becomes the 67^th original song in Dylan’s anthology, breaking an almost four-month songwriting drought. Then, for the first time in Dylan’s career, he invited Joan Baez to join him on stage for several songs, including ‘With God On Our Side’ and ‘Blowin’ In The Wind’. {Note: up to this point, it had always been Baez who had invited Dylan to join her on stage.}

 

At this late stage of the trip, Pete Karman was unceremoniously kicked out of the travelling party and returned to New York City. By chance or some other pre-arrangement (but certainly approved by Albert Grossman), Bob Neuwirth was available to join the entourage and took up his curious role as Dylan’s sidekick, confidante, verbal sparring partner and henchman.

 

Over the next couple of weeks, Dylan spent time with Baez at her home in Carmel – overlooking the Pacific Ocean. This ‘reunion’ with Baez was the first since early-October 1963.

 

In between spending time with Baez, Dylan undertook the following professional commitments:

 

• 25 February: Steve Allen Show – TV appearance, with performance of ‘The Lonesome Death Of Hattie Carroll’;
• 25 February (evening): University of California Riverside Gymnasium concert;
• 27 February: Fox Theatre, San Diego concert; and
• 29 February: Santa Monica Civic Auditorium concert.

 

 

March

 

Dylan had spent the latter half of January 1964 at Woodstock, the beginning of February in Ontario and the rest of February and the early part of March on his road trip, culminating in a couple of weeks in the company of Joan Baez.

 

When Dylan returned to New York City after an absence of some six-eight weeks, he knocked on Carla Rotolo’s door expecting Suze to ‘welcome him home with a loving embrace’. As one commentator wrote, Dylan acted like he had only just been to the corner store to get a packet of cigarettes. There was even a reliable suggestion that Dylan, once again, asked Suze to marry him.

 

As covered in the ‘Every Song Vol.4’ article, Suze had decided that her romantic relationship with Dylan was over when she walked out of his apartment around August 1963. Since then, Dylan had not taken the hint and continually pestered Suze to take him back (the current term would be something akin to ‘psychological harassment/abuse’).

 

And, so it came to pass, that Suze’s older sister Carla stood up to Dylan – and the events and consequences of that confrontation around mid-March 1964 are set out in Dylan’s ‘Ballad In Plain D’, which will be revisited later in this article when the Another Side Of Bob Dylan album is re-created in ‘cover song’ style. There is no doubt in my mind that Grossman would have been delighted that the Dylan/Suze relationship was finally over ~ one less connection to the Greenwich Village scene ~ and an opportunity for a more suitable partner to make an appearance.

 

The rest of the month is commitment free for Dylan and with nowhere else to go or do, he bunkered down at Grossman’s Woodstock estate to focus on songwriting for his next album without the ‘spokesman of the generation’ chain hanging around his neck and with the grief filled realisation that he was officially ‘girlfriendless’ (Joan Baez notwithstanding). It is understood that in this immediate post-Suze period, Dylan tried LSD for the first time to help him cope and/or forget and/or to see where the drug would take him.

 

 

A final word about Dylan and Suze

 

Google/AI searches and most commentators suggest that Dylan and Suze’s relationship lasted (in round terms) four years, from 1961 – 1964. My reading is that it began mid-August 1961 (when Suzie was 17yrs 8mths) and ended, at least for Suze, around mid-August 1963 (when she was still only 19yrs 8mths) – so just on 2 years, which includes the eight months they were separated by the Atlantic Ocean while Suze was pursuing her artistic interests in Italy. Just because Dylan refused to let Suze go until the final showdown in mid-March 1964 does not, in my opinion, stretch the concept of a mutual relationship beyond August 1963.

 

In an interview with Michael Gross, Suze reflected on this dying period of her relationship with Dylan (i.e. from August 1963):

 

“I just felt I no longer had a place in this world of his music and fame. And I felt more and more insecure, that I was just a string on his guitar. I was just this chick, and I was losing confidence in who I was. And the more famous he got, there were more pressures on him, and, of course, there’s all these women that were running around. And so it became something that I didn’t like being involved anymore.

And he would, like, expect me to be there always, the – kind of as a safe haven, so he could come back from wherever he was and whoever he was with and – but he’d always have this quiet space in New York. It was easier for him to lead several lives.’

 

 

April

 

For the first half of the month, Dylan remained bunkered down in Woodstock penning new songs for his next studio album – some that dealt with his break-up with Suze ~ and why not, she has already inspired ‘Don’t Think Twice, It’s All Right’; ‘Tomorrow Is A Long Time’; ‘Boots Of Spanish Leather’; and ‘One Too Many Mornings’. At a minimum, at this point in time, Dylan was finalising lyrics to his 68^th and 69^th original songs ~ ‘It Ain’t Me Babe’ and ‘Mr. Tambourine Man’.

 

The latter half of the month was devoted to being invited on stage by Joan Baez at two of her East Coast concerts (Boston on the 16^th and White Plains on the 19^th), interspersed by Dylan performing solo at four of his own concerts (Cambridge 17^th and 25^th, Providence 24^th, and Amherst 26^th). Of note, Dylan and Baez duetted on the first ever live performance of ‘It Ain’t Me Babe’ at Baez’s 16 April concert at Jordan Hall, Boston. No doubt, Baez would have also been delighted to see the final nail in the Dylan/Suze relationship ~ although time would reveal that neither Dylan nor the puppet-master Grossman were seriously considering Baez as a suitable partner for the post-folk Dylan.

 

 

May

 

During the early part of the month, it was most likely that Dylan completed the 70^th, 71^st and 72^nd songs in his anthology, namely: ‘I Don’t Believe You’; ‘Spanish Harlem Incident’; and ‘Motorpsycho Nitemare’.

 

On 13 May, Dylan, accompanied by Grossman and Maymudes, travelled to London. Since Dylan’s first and only other trip to London in late 1962 to act in a TV stage play, Dylan’s reputation as a singer-songwriter had grown significantly. Within a fortnight of Dylan’s arrival in London, his Freewheelin’ Bob Dylan album (released May 1963)  peaked at #1 on the UK charts.

 

On 17 May, Dylan performed an 18-song acoustic set to a sold-out Royal Festival Hall audience. The set list included recently completed songs: ‘Chimes Of Freedom’; ‘It Ain’t Me Babe’; and the live debut of ‘Mr. Tambourine Man’. The remaining songs were drawn from Freewheelin’ (four songs but, interestingly, no ‘Blowin’ In The Wind’); The Times They Are A-Changin’ (seven songs); and four unreleased outtakes. From all reports, the concert was a huge success and bolstered Dylan’s reputation even higher. One newspaper headline probably captured Dylan’s performance better than most: ‘NO VOICE – BUT SOME SINGER’.

 

On 21 May, Dylan flew to Paris where he initially stayed with French folk-singer Hugues Aufray – who was the first to translate and record Dylan songs into French. A day or two later, Dylan was introduced to Nico, who was (at that time) an emerging model and actress and also two years Dylan’s senior. Dylan and Nico spent the rest of the week together, during which time Dylan celebrated his 23^rd birthday and wrote ‘I’ll Keep It With Mine’ ~ the 73^rd song in his anthology. Nico recorded her own version of ‘I’ll Keep It With Mine’ on her 1967 Chelsea Girl album.

 

On 28 May, Dylan travelled to Berlin before finally settling into Vouliagmeni (a small seaside village just outside Athens). With Maymudes present but in the background protecting Grossman’s investment in the former ‘spokesman of the generation’, Dylan worked unimpeded on the songs that would find their way onto his next studio album.

 

 

June

 

While In Vouliagmeni, Dylan added his 74^th, 75^th, 76^th, 77^th and 78^th songs to his anthology, namely: ‘Mama You Been On My Mind’; ‘Ballad In Plain D’; ‘To Ramona’; ‘All I Really Want To Do’; and ‘My Back Pages’.

 

Dylan returned to New York City with an album’s worth of freshly inked songs ~ although, some reports suggest that several songs were still incomplete when Dylan entered the CBS recording studio on 9 June to record his next album. Over the course of the evening and into the very early hours of the following day, Dylan laid down fourteen tracks.

 

As a result, a further three further songs (#79, #80 and #81) were added to Dylan’s anthology: ‘Denise’; ‘Black Crow Blues’; and ‘I Shall Be Free No. 10’.

 

This would prove to be the one and only studio recording session required. Further details of the eleven songs that made it onto the album ~ titled Another Side Of Bob Dylan ~ will be canvassed when the complete album is re-created, in ‘cover song’ style, at the end of this article.

 

The recording session produced three outtakes: ‘Mama You Been On My Mind’; ‘Denise’ and ‘Mr. Tambourine Man’. The first two songs mentioned will be showcased in a future article dealing with ‘Outtakes from 1964/65’. ‘Mr. Tambourine Man’ will make its official recording debut in the ‘Every Song Vol.8’ article, which will showcase the March 1965 Bringing It All Back Home album.

 

Of international significance and a major boost to Dylan’s reputation and bank account, it was this 9 June unreleased recording of ‘Mr. Tambourine Man’ that was shared with the newly formed The Byrds and would be transformed by them into the April 1965 #1 hit in the US/UK/Ireland/South Africa & New Zealand, #2 hit in Canada, and #4 hit in Australia.

 

 

July

 

The most significant event in Dylan’s life during July was his attendance at the Newport Folk Festival. Where twelve months previously he was elevated ‘by proclamation’ to the new king of the folk scene, in 1964 he arrived as the headline act.

 

Dylan performed on two occasions, primarily showcasing his new songs and abandoning his ‘spokesman of the generation’ mantle:

 

• 24^th – three-song set including ‘It Ain’t Me Babe’ and ‘Mr. Tambourine Man’;
• 26^th – five-song set comprising ‘All I Really Want To Do’; ‘To Ramona’; ‘Chimes Of Freedom’; ‘Mr. Tambourine Man’; and a duet with Joan Baez on ‘With God On Our Side’.

 

Most reviews suggest that Dylan gave a lacklustre performance, most likely the result of being affected by drugs or alcohol (or both). The folk-orientated media also voiced strong criticism at the new, self-indulgent Dylan and the loss of their ‘finger-pointing, protest banner waving, spokesman of the generation’.

 

Another significant performer at Newport ’64, was Johnny Cash ~ who included a cover of Dylan’s ‘Don’t Think Twice, It’s All Right’ to his eight-song set on 25 July. It is well established that Cash and Dylan had a high degree of mutual respect, and that Cash gifted Dylan a Martin acoustic guitar as a gesture of admiration.

 

Meanwhile, across the Atlantic, The Times They Are A-Changin’ album has peaked at #4 on the UK charts (compared to a #20 peak in the US).

 

 

August

 

The 8^th of the 8^th was significant for two reasons.

 

Firstly, Baez performed at a sold-out 13,000 seat Forest Hills Stadium. Like her previous sold-out performance at this venue one year earlier (i.e. August 1963), Dylan was invited on stage and together they performed four Dylan songs ~ ‘The Lonesome Death Of Hattie Carroll’; ‘Mama You Been On My Mind’; ‘It Ain’t Me Babe’; and ‘With God On Our Side’.

 

Secondly, Dylan’s 4^th studio album ~ Another Side Of Bob Dylan ~ was officially released~~~and it is at this point that this article shifts focus away from Dylan’s ‘story’ and shines a light upon the album and the eleven tracks that are etched onto vinyl thereupon.

 

 

Another Side Of Bob Dylan

 

Dylan recorded the eleven tracks that make up the album in a single session held on 9 June 1964. Dylan provided vocals, acoustic guitar, harmonica and (for the first time) piano – once again, no extras were required! Tom Wilson was retained as producer.

 

This was the second Dylan album to consist entirely of original songs – with just over half the tracks written or completed in the two weeks prior to recording. 

 

 

Side 1:

 

‘All I Really Want To Do’

 

This song was conceived in the aftermath of the mid-March ‘Suze break-up’ and was most likely completed during Dylan’s songwriting ‘retreat’ in Vouliagmeni, Greece in early June 1964. The song comes in as the 77^th in Dylan’s anthology.

 

If the song was written ‘for Suze’, then there are numerous behaviours referenced in the song that do not ring true to the reality of how Dylan treated her ~ e.g. ‘I ain’t looking to cheat/chain you down/advertise you/chase you, track or trace you/confine you’ et cetera.

 

The song was premiered by Dylan at the Newport Folk Festival on 26 July.

 

The chosen cover of ‘All I Really Want To Do’ is by American jazz and rock keyboardist Ben Sidran from his 2009 Dylan Different album:

 

 

 

 

The song has been covered by 57 artists and is ranked as Dylan’s 39^th most covered song.

 

Major artists who have covered the song include: The Byrds, Cher, The Hollies, World Party, Bryan Ferry.

 

The only Australian artist who has covered this song is Monique DiMattina.

 

In terms of Dylan concerts, it has been performed on 116 occasions. Surprisingly, all these performances occurred in only three years: 1964 – 8 times; 1965 – 14 times; and 1978 – 94 times.

 

It might be more surprising to know that Cher, who recorded ‘All I Really Want To Do’ in mid-1965 (which peaked at #15 in the US charts), has performed the song an amazing 544 times in concert, primarily between 2002-2010.

 

 

‘Black Crow Blues’

 

This song could be considered ‘album filler’ and was probably one of the songs completed in the studio on 9 June. The most significant piece of trivia concerning ‘Black Crow Blues’ is that it is the first recorded Dylan composition where Dylan plays the piano. The song comes in as the 80^th song in Dylan’s anthology

 

The chosen cover of ‘Black Crow Blues’ is by American singer-songwriter Peter Case from his 2011 The Case Files album:

 

 

 

 

Reflective of its ‘album-filler’ status ~ the song has only been covered by 5 artists; no major or Australian artists have covered the song; and Dylan has never performed the song in concert.

 

 

‘Spanish Harlem Incident’

 

This is the 71^st song in Dylan’s anthology and from all accounts was written before he headed off to London in mid-May 1964. The subject of the song ~ ‘gypsy gal’ ~ is unknown and most likely an image of Dylan’s own making.

 

The chosen cover of ‘Spanish Harlem Incident’ is from New York singer/songwriter E James Smith, who takes the song (and us) for a wander around the Spanish Harlem district. James’ studio version of the song can be found on his 2024 Don’t Get Me Wrong album:

 

 

 

 

The song has been covered by 21 artists and is ranked as just outside the 100^th most covered Dylan song.

 

Major artists who have covered the song include: The Byrds, Dion, Joan Osborne, Dave Stewart.

 

No Australian artist has covered the song.

 

In terms of Dylan concerts ~ it has, surprisingly, only been performed once – at the Philharmonic Hall, New York on 31 October 1964.

 

 

Chimes Of Freedom

 

This is the 67^th song in Dylan’s anthology and was written in February 1964 during the road trip from New York to San Francisco.

 

This song continues the tradition of Dylan borrowing melody and perhaps even lyrical ideas from the folk songbook – in this case, the 1895 MJ Fitzpatrick song ‘Chimes Of Trinity’. There is no denying that the song’s title, melody and the line ‘Tolling for the outcast…..’ were ignition points for Dylan’s 67^th ‘original’ song. In fact, Dave Van Ronk recalls how he played ‘Chimes Of Trinity’ to Dylan on several occasions well ahead of Dylan writing ‘Chimes Of Freedom’.

 

Nevertheless, there can be no denying the unique and extraordinary visual and lyrical impact of Dylan’s 7min:13sec ‘Chimes Of Freedom’.

 

The chosen cover of ‘Chimes Of Freedom’ is a recent (May 2025) live version by Bruce Springsteen:

 

 

 

 

The song has been covered by 42 artists and is ranked as Dylan’s 53^rd most covered song.

 

Major artists who have covered the song include: The Byrds, Rory Erickson & The 13^th Floor Elevators, Jefferson Starship.

 

Australian artists who have covered the song are: Margaret Kitamura, Michael Carpenter, Penny Davies & Roger Ilott.

 

In terms of Dylan concerts, the song has been performed 60 times, although after an initial seven outings in 1964, the vast majority of performances occurred between 2005 – 2012.

 

Although Bruce Springsteen has not recorded a studio version of the song, he has performed ‘Chimes Of Freedom’ in concert on over 50 occasions.

 

Meanwhile, The Byrds and/or individual members of the band have performed the song live on over 180 occasions.

 

As an aside ~ in 2012, Amnesty International received the proceeds of a 73 track, 4-CD charity compilation album titled: Chimes Of Freedom: The Songs Of Bob Dylan Honoring 50 Years Of Amnesty International.

 

 

‘I Shall Be Free No. 10′

 

This song is another blues song that could be seen as album filler – most likely completed in the studio on 9 June – and comes in as the 81^st song in Dylan’s anthology.

 

Canadian blues musician, Paul James, was befriended by Dylan in 1986. Paul covered ‘I Shall Be Free’ from Dylan’s Freewheelin’ album on his 1990 Acoustic Blues album. Paul subsequently released a YouTube clip of the follow up ‘I Shall Be Free No. 10’:

 

 

 

 

Once again, reflective of its ‘album-filler’ status: the song has only been covered by two artists; no major or Australian artists have covered the song; and Dylan has never performed the song in concert.

 

 

‘To Ramona’

 

It is widely accepted that Dylan started writing this song, the 76^th in his anthology, while in London in mid-May 1964 and completed the song while at Vouliagmeni, Greece a few weeks later. Of ‘historical’ interest, this song is the first Dylan composition to be written in a folk-waltz style. Of less ‘historical’ interest is that it appears that Dylan borrowed the tune from a Rex Griffin’s 1937 song ~ ‘The Last Letter’.

 

The chosen cover of ‘To Ramona’ is from a 1996 single, released by mid/late 90‘s Irish singer/songwriter Sinead Lohan:

 

 

 

 

The song has been covered by 40 artists and is ranked as Dylan’s 58^th most covered song.

 

Major artists who have covered the song include: Flying Burrito Brothers, Ralph McTell, David Gray, Dave Stewart.

 

No Australian artist has covered the song.

 

In terms of Dylan concerts, the song has been performed a credible 435 times; debuting at the July 1964 Newport Folk Festival, and most recently at Farm Aid on 20 September 2025.

 

Who Is Ramona?: There were rumours, initially spread by Joan Baez, that ‘Ramona’ was none other than Joan Baez – although Baez has not taken any ‘ownership’ of the song (i.e. has not recorded a studio version and has only performed ‘To Ramona’ once in concert – on 11 August 1997 at Charleston, West Virginia). It could equally be argued that Ramona is about Suze Rotolo. A third option is that like the ‘gypsy gal’ in ‘Spanish Harlem Incident’, Ramona is an image of Dylan’s imagination. While there are certain clues or cues from the lyrics that can point the finger at either Baez or Suze or both, there are other lines that make no sense at all. My advice ~ let the song take you (the listener) to wherever it takes you and enjoy the trip.

 

 

Side 2:

 

‘Motorpsycho Nitemare’

 

Side 2 opens up with what might be regarded as more ‘album-filler’ – the third such song so far from seven album tracks. As one dedicated Dylan reviewer sums up: ‘Not great songwriting, not great poetry, not great music’. This 72^nd song in Dylan’s anthology was written around mid-May.

 

The chosen cover of ‘Motorpsycho Nitemare’ is from the Bristol alternative rock band Strangelove from their 1994 Time For The Rest Of Your Life EP:

 

 

 

 

The song has only been covered by seven artists, including the first ever cover in 1965 ~ a French translation by Hugues Aufray titled ‘Cauchemar Psychomoteur’.

 

No major or Australian artists have covered the song; and not surprisingly, Dylan has never performed the song in concert.

 

 

‘My Back Pages’

 

This 78^th song in Dylan’s anthology was the last song that Dylan had fully completed before entering the studio to record the album. Although based around a fairly standard folk-style melody, the interest in the song comes from Dylan’s open rejection of his ‘ordained’ role as a finger-pointing protest songwriter.

 

The chosen cover of ‘My Back Pages’ comes from Tom Corwin & Tim Hockenberry’s 2005 Mostly Dylan album:

 

 

 

 

The song has been covered by 78 artists and is ranked as Dylan’s 28^th most covered song.

 

Major artists who have covered the song include: The Byrds, The Hollies, The Nice, Ramones, Joan Osborne & Jackson Browne, Steve Earle, America.

 

No Australian artist has covered the song.

 

In terms of Dylan concerts, the song has been performed 265 times, although it wasn’t until 4 July 1978 at the Pavillon de Paris, Paris that it made its first appearance.

 

Meanwhile, The Byrds and/or individual members of the band have performed the song live on over 240 occasions.

 

 

‘I Don’t Believe You’

 

This is the 70^th song in Dylan’s anthology and was completed by mid-May (i.e. before Dylan’s brief London/Europe trip).

 

Although this song was written in the immediate aftermath to the end of Dylan’s relationship with Suze, it would be unbefitting to place Suze in the antagonist role in the song. Clearly, Dylan felt the need to vent following the ending of a relationship that he valued ‘far far’ more than Suze did and he used his songwriting talent to full advantage to create scenarios that would feed into and release his emotions. As with numerous songs in Dylan’s anthology, they work best when the ‘likely’ real life characters are removed and the scenarios and sentiments can flow unimpeded.

 

The chosen cover of ‘I Don’t Believe You’ is by English singer/songwriter Al Stewart on his 1972 Orange album (Note: four years later Al would reward us with ‘Year Of The Cat’):

 

 

 

 

The song has been covered by 24 artists and is ranked as Dylan’s 95^th most covered song.

 

Major artists who have covered the song include: Waylon Jennings, Glen Campbell, Fairport Convention, Cat Power.

 

No Australian artist has covered the song.

 

In terms of Dylan concerts, the song has been performed 378 times, which includes 102 consecutive performances in 1978 alone.

 

In recent years, Cat Power has performed the song 75 times as part of her 2024/25 world-wide concert tour re-creating Dylan’s 1966 Royal Albert Hall concert.

 

 

‘Ballad In Plain D’

 

The final showdown! Carla – the parasite sister? Carla was one of Dylan’s greatest supporters back when he was a complete unknown. Through Carla, Dylan was introduced to Suze in July 1961. When Carla realised first-hand how Dylan was treating Suze and the emotional/psychological impact of Dylan’s action, she did the honourable thing and stood up for her younger sister. In the end, it was Dylan who was the parasite on Suze. Suze left Dylan (not for the first time), back in August 1963 – it was Dylan who tried desperately to cling onto her until the March 1964 showdown.

 

Written in the aftermath of the March showdown, but most likely not completed until early June, the song comes in as the 75^th in Dylan’s anthology. Consistent with the vast majority of Dylan’s compositions, he borrows from a traditional folk tune ~ in this case ‘I Once Loved A Lass (The False Bride)’.

 

Apparently, Dylan came up with the line ‘Even the birds are chained to the sky’ while in New Orleans in mid-February. It seems, he finally found a use for the line (slightly modified) some four months later to bring ‘Ballad In Plain D’ to a conclusion ~ although, to me, the final verse has always felt out of place. I now understand why.

 

The chosen cover of ‘Ballad In Plain D’ is by Emily Saliers (one half of the Indigo Girls) from the 1998 The Times They Are A-Changin’: A Tribute To Bob Dylan Vol.3 tribute album:

 

 

 

 

Given the highly personal lyrics contained in the song, it is not surprising that the song has only been covered by 3 artists.

 

It is equally not surprising that no major or Australian artists have covered the song or that Dylan has never performed the song in concert.

 

In retrospect, Dylan openly stated that he regretted releasing this song more than any other.

 

 

‘It Ain’t Me Babe’

 

This final song on the album is the 68^th song in Dylan’s anthology and was completed in early April and premiered in duet with Joan Baez in mid-April.

 

Given that this is the first song written by Dylan in the aftermath of his final breakup with Suze, there is little doubt that this is his immediate and direct response to that heartbreaking event. Despite Dylan’s emotional state, the way that the interactions between the ‘former lovers’ is portrayed in the song is highly disingenuous ~ Suze neither sought nor wanted anything from Dylan’s fame. In my opinion, which I have come to in more recent times from looking more deeply into Dylan’s life and his relationships, I think the song works better if the roles are reversed – i.e. if it is Suze singing (most of) the words rather than Dylan.

 

Nevertheless, as I have mentioned earlier in this article, if you take both Dylan and Suze out of the main roles, the song works wonderfully for anyone who feels betrayed or let down by a former lover ~ in much the same way as ‘Don’t Think Twice, It’s All Right’ works wonderfully well.

 

If Dylan was looking for an opening line to launch the song, then he was lucky to be aware of a well-known early 1900’s folk song titled: ‘Go Away From My Window’.

 

The chosen cover of ‘It Ain’t Me Babe’ is by Canadian singer/songwriter Beyries from her recently released October 2025 Reprises album:

 

 

 

 

The song has been covered by 164 artists and is ranked as Dylan’s 11^th most covered song.

 

Major artists who have covered the song include: Johnny Cash, Joan Baez, The Turtles, Davy Jones, Nancy Sinatra, Peter Paul & Mary, Bryan Ferry.

 

Australian artists who have covered the song are: Adam Harvey & Beccy Cole.

 

In terms of Dylan concerts, it has been performed a significant 1205 times – making the song the 6^th most played by Dylan in concert.

 

It might be surprising to note that our own Tex Perkins (with his Tenneessee Four) has performed ‘It Ain’t Me Babe’ on 83 occasions – all between September to December 2009 – all at two locations (The Athenaeum, Melbourne and Twelfth Night Theatre, Brisbane) as part of his The Man In Black: The Johnny Cash Story concert tour.

 

 

Album evaluation:

 

The raw data: Despite Dylan’s growing reputation within the US and with two relatively significant albums (i.e. Freewheelin’ and The Times They Are A-Changin’) notched into his songwriters belt, Another Side of Bob Dylan took six weeks to enter the US Billboard Top 200 charts (i.e. on 19 September 1964); peaked at #43 on 5 December 1964; and exited the chart, after 41 weeks in mid-June 1965. The album fared much better in the UK, peaking at #8 in November 1964.

 

Elsewhere on planet Earth, including Australia, Dylan’s impact on the album charts remained negligible.

 

Although titled ‘Another Side Of Bob Dylan’ for a reason, I would suggest that the impatience of Columbia Records for Dylan to issue his 4^th studio album by August 1964 in order to counter some of the impact of the British invasion and to keep the ‘Dylan image’ in the public eye, resulted in Dylan releasing an inferior product. The vast majority of songs recorded on 9 June were simply lacking the breadth and depth of songs that would have been expected from Dylan following Freewheelin’ and The Times They Are A-Changin’. In fact, Dylan has stated that many of the songs on the album were ‘one dimensional’ and that his future would be marked by lyrics that would be ‘three-dimensional’.

 

The album did not appear to generate any new followers and may well have lost a few ‘folkies’ along the way. Peaking at #43 on the US charts it was the lowest peaking studio album of original songs in all of Dylan’s career. It definitely suffered from ‘Beatlemania/British Invasion syndrome’ that created and perhaps demanded a new (electric) sound, a new (head waving/hip wiggling) feel, and a simpler (fun-filled) lyrical journey (‘yeah yeah yeah!’ – rather than ‘no, no, no!’).

 

Another measure of how highly or lowly regarded this album and the collection of songs ranked over time, is the number of covers generated by other artists. Whereas songs on Freewheelin’ generated an average of 99 covers/song and songs on The Times They Are A-Changin’ an average of 53 covers/song, Another Side has averaged only 38 covers/song ~ in large part due to the popularity of ‘It Ain’t Me Babe’ by country-music artists.

 

 

Final comment:

 

This period of Dylan’s career is thrown a curve ball by the arrival of The Beatles and the subsequent British Invasion – which in 1964 alone, introduced the following British artists to the US music market: The Hollies, The Dave Clark Five, The Rolling Stones, Dusty Springfield, The Searchers, Cliff Richard & The Shadows, Gerry & The Pacemakers, Manfred Mann, The Animals, The Kinks, The Swinging Blue Jeans, The Yardbirds.

 

The competition for ears and $$$ and newspaper/music media columns had shifted dramatically – the pie may have expanded but also musical tastes had been delivered something temptingly new and delicious. Metaphorically, it was as if ‘the eye of Mordor’ had suddenly shifted from Tin Pan Alley, Greenwich Village and Nashville to Merseyside England.

 

In this environment, it is probably not surprising that Dylan’s fortunes took a hit ~ and if he had already been contemplating a new direction, an electrified future with multi-dimensional lyrics ~ then what was happening in mid-late 1964 was the quantum leap, the momentum shifter, that Dylan would align his mast towards and sail into for the foreseeable future.

 

Volume 8 in the ‘Every Song’ series, which is scheduled to be published in mid-February 2026, will follow this significant change in direction for the 23 year old Dylan. How will Dylan fare? Will Dylan make his first $US1M (and will Grossman get his fair share)? And when will Australia jump on the Dylan bandwagon?

 

 

More from Karl Dubravs can be read HERE.

 

 

Read more stories from Almanac Music  HERE

 

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