“You could think of this as theft, but it’s standard practice in the folk world”: A music professor breaks down the theory behind Bob Dylan's Don't Think Twice, It's Alright

In the early 1960s, my dad saw Bob Dylan play at his college gym. In the early 1990s, I saw Bob Dylan play at my college gym. It’s possible that my kids could see Bob Dylan play at their college gyms.

Dylan seems like he has always existed and will always exist, and his songs can feel like features of the landscape, so it’s almost strange to consider that they were written by an actual human being. With the release of Dylan biopic A Complete Unknown throwing a spotlight on that human being, let’s take a look inside one of his most beloved songs.

The background

Dylan wrote the song in 1962 for his album The Freewheelin' Bob Dylan, released the following year. The album cover shows Dylan arm in arm with his then-girlfriend Suze Rotolo, a central influence on his early creative life. He wrote Don’t Think Twice during the time when Rotolo had left to study art in Italy for six months. You might think that the song documents their breakup, but that didn’t happen until a couple of years later.

Dylan based the beginning of the melody to Don’t Think Twice on a traditional song, "Who's Gonna Buy Your Chickens When I'm Gone". He learned it from fellow Greenwich Village folkie Paul Clayton, who also borrowed that same melody for "Who's Gonna Buy You Ribbons (When I'm Gone)".

Dylan didn’t just get melodic inspiration from Clayton. He took some lyrics, too; specifically, the lines "T'ain't no use to sit and wonder why, darlin'" and "So I'm walkin' down that long, lonesome road babe, where I'm bound, I can't tell." You could think of this as theft, or as reasonable use of shared cultural property, but either way, it’s standard practice in the folk world.

The recording

Don’t Think Twice was produced by John Hammond, though it doesn’t seem like it took much producing; at that point in Dylan’s career, you just stuck a mic in front of him and started the tape recorder. Dylan was 22, but he sang more like he was 72, and that voice was controversial from the outset.

Some people loved it immediately. In Studio A: The Bob Dylan Reader, Joyce Carol Oates wrote: "When we first heard this raw, very young, and seemingly untrained voice, frankly nasal, as if sandpaper could sing, the effect was dramatic and electrifying". On the other hand, my wife can’t stand Dylan’s voice, and when my older kid first heard it at age five, he asked me, “Daddy, what is wrong with him?” I come down closer to Joyce Carol Oates, but my family’s reaction makes perfect sense to me too.

Dylan plays Don’t Think Twice really fast, between 210 and 230 beats per minute, with crisp, clean fingerpicking. (His sometimes-slovenly musical presentation is an act; he can be tight when he wants to be.) The tune is a sped-up version of the fingerstyle ragtime of Elizabeth Cotten, The Reverend Gary Davis and Blind Blake. It’s hard to play it well! Every cover I have ever heard slows the song down, usually significantly, and people almost always simplify the fingerpicking too.

The harmonica solos are as wilfully ragged as the guitar playing is clean. On Don’t Think Twice, Dylan plays in cross harp style, meaning that he’s using an A harmonica to play in the key of E. The reason for this is complicated; I explain it here. Rather than overdub the harmonica separately, Dylan uses a harmonica holder so his hands are free for guitar. This imposes some technical limitations; he has to just kind of huff and puff on whatever notes he can reach. He makes up for the lack of pitch variety with expressive breath control and tonguing, so it sounds like he’s talking through the instrument.

The lyrics

Dylan fans tend to sympathize with his songs’ narrators, but I suspect that this is more because of the compelling music than the actual stories being told. David Hajdu’s must-read book Positively Fourth Street: The Lives and Times of Joan Baez, Bob Dylan, Mimi Baez Fariña and Richard Fariña makes it clear that dating the young Dylan could be a bad time.

His persona in Don’t Think Twice definitely shows some relationship red flags. When I was young, I was moved by the pathos of this line: “I ain't a-saying you treated me unkind, you could've done better but I don't mind, you just kinda wasted my precious time, but don't think twice, it's all right.” Now it just sounds passive-aggressive.

The lyrics are full of fake Okie language: “If'n you don't know by now”, “that light I never knowed”. This was entirely affected on Dylan’s part. (Is that rooster crowing at the "break a’ dawn" doing it in Greenwich Village?) But he isn’t writing from his own autobiographical perspective; Don’t Think Twice exists in an unspecific rustic past. Dylan’s friends in the Band and the Grateful Dead inhabit that same imaginary Americana landscape in their songs.

The melody

From the Nobel Prize committee on down, Dylan is more celebrated for his lyrics than his music. But I don’t think anyone would know or care about the words if not for the music. People don’t necessarily think of Dylan songs as even having melodies, but they do, and they can be beautiful.

In a 1981 interview, Jerry Garcia said of Dylan: “those songs all have this melody which you will hear in your head, but he doesn’t really sing. He really more speaks them, but the music so well frames them that there’s this melody that you imagine they have.” In Don’t Think Twice, you don’t have to do much imagining, because Dylan gives a mostly straightforward singing performance, with only a few syllables spoken here and there.

The melody is simple as far as its pitch content is concerned; it only uses five distinct notes.

• The line “Well it ain’t no use to sit and wonder why babe” arpeggiates an E chord: E, G-sharp and B.
• The line “if’n you don’t know by now” is all on A until the last syllable, which is on B.
• The line “And it ain’t no use to sit and wonder why babe” is the same as the first line.
• The line “it’ll never do somehow” is all on E until the last syllable, which is spoken.
• The lines “When your rooster crows at the break a’ dawn, look out your window and I’ll be gone” are on the first three notes of the E major scale: E, F-sharp and G-sharp, the same notes as “Doe, a deer.”
• The lines “You’re the reason I’m a-travelin’ on, but don’t think twice, it’s alright” are on E and G-sharp (except for the odd spoken syllable), the same notes as “a female deer.”

The pitches may be simple, but the rhythms aren’t. Dylan sings every line with ragtime-y syncopations, using accented offbeats and notes held either unpredictably long or cut abruptly off. I won’t verbally analyze this; you can hear it just fine for yourself.

The chords

The song sounds in E, but Dylan is playing in C with a capo on the fourth fret of his guitar. I will be talking about the chords as if they’re in C. Here’s a good tutorial video.

How to Play Don’t Think Twice, It’s Alright [Bob Dylan Guitar Lesson] - YouTube

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Dylan is playing a style called Travis picking. His left hand plays standard cowboy chords while his right hand outlines independent basslines and syncopated countermelodies from the notes in those chords.

All of the chords are from the key of C major except for the D chords - and those are interesting. The first time you hear a D, under the line “it’ll never do somehow”, it’s a secondary dominant, the V chord in the key of G. This then resolves to G7, the V chord in the home key of C. That is standard Western tonal harmony; Mozart would approve.

The second D chord, under the line “I’ll be gone”, is harder to interpret. Once again, it takes you outside the key of C, and conventionally it should be setting us up for another G chord. But no, Dylan just goes straight back to the C chord. You could hear the D as a secondary dominant that fails to resolve, or you could hear it as a moment of interchange with parallel C Lydian mode.

The authenticity

While I was researching this column, I spent several evenings fingerpicking my way through the song, and my kid (the one quoted above) commented about how peaceful it sounds. That is true, until you add Dylan’s abrasive voice and ornery lyrics.

I hear people talk about Dylan as “raw” and “authentic”, which are strange adjectives to apply to someone whose whole musical persona is so self-consciously artificial. That includes his voice! I was shocked when I first heard Girl from the North Country and Lay Lady Lay and realized that Dylan can sing like a perfectly normal person when he feels like it. Did he become so iconic in spite of being so listener-hostile, or because of it? And when you find out that he’s portraying a character, does that make him less believable, or more believable?

Barry Shank explores Dylan’s authentic inauthenticity in his 2002 article, “‘That Wild Mercury Sound’: Bob Dylan and the Illusion of American Culture”:

"The history of American popular music is, in large part, a history of illusions and masks, of whites pretending to be black, of women pretending to be men, of sophisticated stage performers pretending to be rubes (and, of course, vice versa)...

"The most curious aspect of all of this pretense is that so many times the illusion works. And it works authentically. It does not work as a trick that fools its audience but as an artfully constructed connection to a past and a tradition that can only be accessed through, because it is wholly constructed out of, commercially structured experiences (music produced for profit and distributed as commodities)."

Shank thinks that Dylan’s folkie fans were so upset when he went electric because he no longer seemed interest in connecting to “an imaginary noncommercial youth of the nation, where the wounds of racism, slavery, Jim Crow, and lynching could be imagined never to have taken place.” Don’t Think Twice points back to this innocent past, and even though such a past never actually existed, the song itself is still real.

The covers

More people love Dylan’s songs more than his performances of them, so it’s not surprising that covers of those songs are so often better known than the originals. Don’t Think Twice is no exception. Peter, Paul and Mary’s recording was a top ten Billboard hit, and made it to number two on the Easy Listening charts. Their version is indeed much easier listening than Dylan’s.

The song has seemingly been covered by everyone with an acoustic guitar since then. Dylan’s good friend Johnny Cash was an early adopter. (He plays some of the chords wrong.)

Don't Think Twice, It's All Right - YouTube

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I’ll highlight two other country versions. Waylon Jennings named an entire album after Don’t Think Twice.

Don't Think Twice, It's Alright - YouTube

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Dolly Parton’s bluegrass version is delightful. But then, her bluegrass version of anything is always delightful.

Dolly Parton - Don't Think Twice (Audio) - YouTube

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Film and television music supervisors love Don’t Think Twice. Here’s an example from the first season finale of Mad Men, as Don Draper comes home to find his family has left for vacation without him.