It Takes a Lot to Laugh, It Takes a Train to Cry


Following the rock ‘n’ roll to the max of Like a Rolling Stone and Tombstone Blues, Dylan slows things down a bit with the slow, bluesy It Takes a Lot to Laugh, It Takes a Train to Cry.

Interestingly, the early versions of this song were raucous blues shouts. Dylan played one in this style at the Newport Folk Festival. This version, available on the Bootleg Series Volumes 1–3, is loud and audacious, a bit rough, but still effective.

A similar alternative take from the Highway 61 sessions is available on No Direction Home. Guitarist Mike Bloomfield really shines on this version, showing why he is remembered as one of the great early blues rockers.

Dylan decided to change the song between recording sessions. Clinton Heylin in his book Recording Sessions quotes Dylan’s old friend Tony Glover, who was present at the sessions:

After another rollicking, hard-driving, rock and roll version of the song, and while the group took a lunch break, Dylan reworked the tune alone at the piano and came back with the sweeter, bluesy version which appeared on Highway 61 Revisited. The juxtaposition of these extremely variant versions made a lasting impression.

Although I’m a big fan of the earlier incarnations, I think Dylan chose the right take for the album. The early version, while terrific in its own right, is too similar to the songs that immediately precede it. This slow bluesy number makes for a very effective contrast.

Although the lyrics contain a number of wonderful images and lines, it’s not at all obvious just what the song is about. My best guess is that it’s another lost-love song, similar to Farewell Angelina. In my mind, the narrator is singing about taking off on a train and leaving his lover behind, drawn by the freedom of the open road. Later, when the “windows are filled with frost”, he realizes his mistake and warns his ex-lover not to make the same bad choice (“Don’t say I didn’t warn you/when your train gets lost”).

This particular song is a prime example of just how heavily Dylan was influenced by the blues. Dylan follows the basic chord structure of a blues song. He repeats the first two lines of each verse, another trademark of the blues. He liberally borrows common phrases used in many older songs.

Documenting exactly where the many borrowed phrases in this song originally appeared in the blues lexicon would be a book-length exercise in itself. Suffice it is to say that Dylan wasn’t shy about his borrowing. The line “Don’t the moon look good/shining mama, shining through the trees” appears almost verbatim in Charley Patton’s Poor Me. Dylan directly quotes Leroy Carr’s Alabama Woman Blues in the line “Don’t my gal look good, when she’s coming after me.” Elvis Presley did a version of Kokomo Arnold’s Milk Cow Blues Boogie that includes the line “don’t that sun look good going down”. The “Double E” is mentioned in several old blues, notably in Furry Lewis’s Jellyroll. Robert Petway wrote a well-known song called Let Me be Your Boss. Dylan even borrows the line (and slightly alters) “Don’t the clouds look lonesome shining across the sea” from his own song, Rocks and Gravel, which was recorded during the Freewheelin’ sessions and finally released on Live at the Gaslight.

And now for the train terminology. The “brakeman” (“don’t the brakeman look good flagging down the Double E”) on a train was a person who walked on top of the train in order to turn a wheel that applied the brakes to the rail car. Many pre-war blues songs featured a brakeman. In many songs the narrator asks the brakeman if he could “ride the blinds”, the blinds being the top of a boxcar.

Thematically, It Takes a Lot to Laugh is similar to Clara Smith’s Freight Train Blues.

I asked the brakeman, let me ride the blinds
The brakeman said, Clara you know this train ain’t mine
When a woman gets the blues, she goes to her room and hides
When a man gets the blues, he catches a freight train and rides

We’ve already discussed most of the important alternate takes of this song, except for the versions done during the 75/76 Rolling Thunder Review tours. Dylan developed some interesting new arrangements for old songs on these tours. The Rolling Thunder arrangement is fast with a heavy back-beat that hearkens back to the early versions of the song. Not one of my favorites, but not bad.

Dylan is usually thought of as having been ahead of his time, of breaking down barriers and pushing the popular song into new territory. As justifiable as these claims are, Dylan is also one of the last of the long line of folk and blues artists who built their new work directly on top of the songs of their elders. Dylan borrowed freely from the blues and the folk masters, just as they borrowed from their elders. While Dylan did change the face of popular music, he was also deeply indebted to the works of his forefathers and has an encyclopedic knowledge of their work. I think it’s safe to say that no young artist working today even approaches his understanding of the music’s roots.


Well, I ride on a mailtrain, baby,
Can’t buy a thrill.
Well, I’ve been up all night, baby,
Leanin’ on the window sill.
Well, if I die
On top of the hill
And if I don’t make it,
You know my baby will.

Don’t the moon look good, mama,
Shinin’ through the trees?
Don’t the brakeman look good, mama,
Flagging down the “Double E”?
Don’t the sun look good
Goin’ down over the sea?
Don’t my gal look fine
When she’s comin’ after me?

Now the wintertime is coming,
The windows are filled with frost.
I went to tell everybody,
But I could not get across.
Well, I wanna be your lover, baby,
I don’t wanna be your boss.
Don’t say I never warned you
When your train gets lost.

3 thoughts on “It Takes a Lot to Laugh, It Takes a Train to Cry”

  1. “And now for the train terminology.” Brakeman in the illustration is turning a brake wheel, not flagging the train down, by the way. And if this paragraph deals with “train terminology” why there is no explanation of “Double E” , again?



  2. Daniel Vojtisek

    Everybody seems to work hard to avoid the explanation of “Double E”. In every analysis of the song I came across the author spends quite a long time guessing what this or that metaphor might really mean but, for reasons unknown to me, goes over the “Double E” as if in fact it wasn’t in the lyrics. Other example of “Double E” in connection with railroads is Warren Zevon’s “Poor Poor Pitiful Me”: I laid my head on the railroad track/waiting for the Double E. Another Double E train is mentioned in “The Liar’s Club: A Memoir” by Mary Karr where one character says that he took a Double E train from Memphis to New Orleans. Furry Lewis’s Jelly Roll you mention seems to me to be another story – the Double E there definitely means something different from Dylan’s (and Zevon’s, for that matter) meaning. But I may be wrong, I am not an American, even not a native English speaker.

    The fact that meaning of so frequently used term is not known to everybody in the US puzzles me. Thank you.


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