Soon After Midnight

Soon After Midnight is one of my favorite songs on Tempest. The lyrics, the vocal, the music, everything about it, nice.

Many have noted that Dylan borrowed the tune from Bobby Fuller’s A New Shade of Blue.

Fuller died under mysterious circumstances not long after recording the song he’s most famous for, I Fought the Law.

Dylan does a lot of borrowing in the lyrics as well. The words are steeped in imagery reimagined from blues and old pop songs. “A gal named Honey took my money” might have been inspired by Jesse Stone’s popular song, Money Honey, which Dylan covered in 1999. Below is an excellent recording of it.

The phrase “took my money” appears 177 times in Blues Concordance. The word “nobody” 286 times. “Two-timing” also appears many times. Perhaps Dylan remembered it from Two Timing Blues by Arthur Petties.

A two-timing woman : don’t want no one man
*You allow her Lord* : take some poor girl’s man
When the blues is trailing you : you don’t know what to do
Go back to the one you love now : the blues will soon leave you
You trying act right : girl will not let you
Heart full of sorrow now : blues are all riding you
A two-timing woman : keep you on that killing floor
How can I love : when she’s always in the road
Once little lad I want to talk to you : don’t be feeling sad
Better get you a new girl : or one you once have had

Dylan’s country music hero Hank Snow wrote a song called Two Timin’ Woman.

Perhaps Ray Charles inspired the phrase “I don’t want nobody but you“.

It’s now or never” – Elvis Presley?

The moon in my eyes” is certainly a reference to a song Frank Sinatra (and others) made famous.

Took my money” is probably a call out to Sonny Boy Williams (who wrote Don’t Start Me Talkin’ which Dylan covered on the Letterman Show).

Well now, an I give you my money, baby
N’ you left me cold in hand
You took my money, an you know you
Started to raisin’ sand
You start to hittin’ in bootleggers
Drivin’ ’em ev’ry whiskey hide she knows it
Ridin’ up an down the street
An you know with Mr. So and SoBut little girl
I’m tired of yo’ low down, dirty ways

No doubt “the killing floor” comes from Howlin’ Wolf and/or Skip James. See this link for an excellent write-up.

It wouldn’t be a late-era Dylan song without a few biblical references. “Sing your praises” is, of course, obvious. “My heart is cheerful it’s never fearful ” has its roots in Proverbs: “A merry heart maketh a cheerful countenance: but by sorrow of the heart the spirit is broken. proverbs. “Scarlet” is a reference to the Book of Revelations.

Then one of the seven angels who had the seven bowls came and talked with me, saying to me, “Come, I will show you the judgment of the great harlot who sits on many waters, with whom the kings of the earth committed fornication, and the inhabitants of the earth were made drunk with the wine of her fornication.”

he carried me away in the Spirit into the wilderness. And I saw a woman sitting on a scarlet beast which was full of names of blasphemy, having seven heads and ten horns. The woman was arrayed in purple and scarlet, and adorned with gold and precious stones and pearls, having in her hand a golden cup full of abominations and the filthiness of [b]her fornication. And on her forehead a name was written:


Finally, “Faerie Queen” is most likely a reference to the poem by Edmund Spencer. Dylan is clearly familiar with Spencer’s work. Do these lines sound familiar?

“My love is like ice, and I to fire
How comes it then that this her cold so great
Is not dissolved through my
So hot desire”


I’m searching for phrases to sing your praises
I need to tell someone
It’s soon after midnight and my day has just begun

A gal named Honey took my money
She was passing by
It’s soon after midnight and the moon is in my eye

My heart is cheerful, it’s never fearful
I been down on the killing floors
I’m in no great hurry, I’m not afraid of your fury
I’ve faced stronger walls than yours

Charlotte’s a harlot, dresses in scarlet
Mary dresses in green
It’s soon after midnight and I’ve got a date with a fairy queen

They chirp and they chatter, what does it matter
They’re lying there dying in their blood
Two Timing Slim, who’s ever heard of him?
I’ll drag his corpse through the mud

It’s now or never, more than ever
When I met you I didn’t think you would do
It’s soon after midnight and I don’t want nobody but you

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