Lay, Lady, Lay

Lay, Lady, Lay was one of only a handful of songs that Dylan wrote before the recording sessions started. It’s a good example of the value of planning and preparation. It’s the best song on the album.

The song was commissioned for the (excellent) movie, Midnight Cowboy, starring Dustin Hoffman and Jon Voight. Dylan delivered the song too late, and they went with Fred Neil’s Everybody’s Talkin’ instead. It was a great break for Neil. The song was a huge hit. It was also a nice payback since Neil had given Dylan a break in the Greenwich Village days by letting him play harmonica accompaniment at his shows.

Drummer Kenny Buttrey said that he had a difficult time coming up with a drum part for the song. He asked Dylan for a suggestion, and he said “bongos”. Producer Bob Johnson suggested “cowbells”. An irritated Buttrey enlisted Kris Kristofferson, who weirdly enough was the janitor at the sessions, to hold the two instruments for him as he played. To Buttrey’s surprised, the sound worked!

The song features some unusual chord progressions. Wilfred Mueller’s (Darker Shade of Pale) says that Dylan “harmonizes in traids at the beginning of each verse – A major, C sharp minor, G major, B minor – “which effectively lays the girl down on the ‘big brass bed”. He uses a chromatic I-II-III-IV-I for the instrumental coda.

Dylan didn’t care for the song. He called it an example of the “la la la type thing” in pop music (perhaps thinking of Paul Simon’s Mrs. Robinson). He claims he begged Columbia not to release it as a single, but they did anyway. It peaked at number 7. Not bad.

Dylan tinkered with the song a few times over the years. The vocal is more of a shout during the 1974 tour with The Band. In his book Bob Dylan Performing Artist, Paul Williams wrote of the ’74 tour performances. (Not sure I really agree, but interesting.)

The performances that resulted are not among the best of his career; but they are frequently very moving and represent a crucial transition: Dylan’s reclaiming of the stage as a performing artist.” True enough, for whatever the shows lacked in subtlety and nuance, they more than made up for with passion. Dylan and the Band sound most at home in performance; like ducks to water, they belong onstage, and back on the deck, it’s as if the intervening eight years away from each other and the big stage never happened. And while the consensus among so-called Dylan experts may be that this era was not his finest hour, in terms of pure, authentic rock’n’roll rendered without smoke, mirrors or effects, Dylan and the band come as close to perfect here as imperfection gets. It’s safe to say the crowd in attendance was satisfied, based on the sustained reverence of their cheers at the recording’s end: they’ve witnessed greatness and they seem to know it. Prepare to be knocked out.


The most interesting version is the one from the album, Hard Rain. He adds a new verse that completely changes the emotion of the song. It also fits the agitated tone of the recording.

Forget this dance, let's go upstairs!
Let's take a chance, who really cares?
Why don't you know you got nothing to prove
It's all in your eyes and the way that you move
Forget this dance, let's go upstairs!

The version below is from a Clearwater, Florida performance that was chosen to be aired as a TV Special. The Fort Collins performance was substituted at the last minute (wisely, in my opinion).

Other Dylan Versions

Covers by Other Artists

The Byrds decided to cover the song after Bob Dylan played the band his newly recorded Nashville Skyline album at band leader Roger McGuinn‘s house.  (This account is disputed by some.) Producer Bob Johnson overdubbed a female choir on the version that was released as a single, supposedly without telling the group.

Dylan said about Wilson; “I love everything she does.”

Old Crow Medicine Show cover the version from Hard Rain.

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