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

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"It Takes a Lot to Laugh, It Takes a Train to Cry"
Song by Bob Dylan from the album Highway 61 Revisited
Released August 30, 1965
Recorded Columbia Studios, New York City, July 29, 1965
Genre Blues, folk rock
Length 3:25 (Mono) / 4:09 (Stereo)
Label Columbia
Writer Bob Dylan
Producer Bob Johnston
Highway 61 Revisited track listing
Audio sample
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"It Takes a Lot to Laugh, It Takes a Train to Cry" is a song written by Bob Dylan that was originally released on his seminal album Highway 61 Revisited, and also included on the compilation album Bob Dylan's Greatest Hits 2 that was released in Europe. An alternate version of the song appears on The Bootleg Series Vol. 1-3.[1] "It Takes a Lot to Laugh, It Takes a Train to Cry" has been covered by numerous artists, including the seminal album Super Session featuring Al Kooper, Mike Bloomfield and Steven Stills, The Allman Brothers Band, Marianne Faithfull, Jerry Garcia, The Grateful Dead, Stephen Stills, Ian Matthews, Leon Russell, Little Feat, Chris Smither, Taj Mahal, Steve Earle, Levon Helm and Toto.[2][3]

Music and lyrics[edit]

The version of the song on Highway 61 Revisited is an acoustic/electric blues song, one of three blues songs on the album (the others being "From a Buick 6" and "Just Like Tom Thumb's Blues").[4][5] It is made up of lines taken from older blues songs combined with Dylan's own lyrics.[4] Rather than the aggression of some of the other songs Dylan wrote during at this time, "It Takes a Lot to Laugh, It Takes a Train to Cry" reflects world-weary resignation.[4] The imagery is sexual, and the song can be interpreted as an allegory of someone who is sexually frustrated.[5] Dylan would return to similar images and suggestions in later songs, such as "I Dreamed I Saw St. Augustine" and "Señor (Tales of Yankee Power)".[5]

Musically, the song has a lazy tempo driven by lazy-slap drumming with a shuffling beat and slight emphasis on the offbeat from session drummer Bobby Gregg.[4][6] There is also a barrelhouse piano part played by Paul Griffin, a raunchy bass part played by Harvey Brooks, an electric guitar part played by Mike Bloomfield and an unusual harmonica part.[4][6] This version was recorded on July 29, 1965, the same day that Dylan also recorded "Positively 4th Street" and "Tombstone Blues".[7] Dylan played this version live as part of his set in the 1971 Concert for Bangladesh.[4] Another live version of the song was released on the CD The Bootleg Series Vol. 5: Bob Dylan Live 1975, The Rolling Thunder Revue. The song was erroneously listed on the original Highway 61 Revisited CD as "It Takes a Lot to Laugh, It Takes a Lot to Cry".

The alternate version originally went by the title "Phantom Engineer".[1] This version has a more upbeat tempo and four lines of different lyrics.[1][7] It was recorded on June 16, 1965, the same day as "Like a Rolling Stone".[1][7] This version was played as part of Dylan's controversial electric set, backed by members of the The Paul Butterfield Blues Band and Al Kooper, at the Newport Folk Festival on July 25, 1965, after "Maggie's Farm".[4][6][7][8] After being heckled during the electric set, and especially during "It Takes a Lot to Laugh, It Takes a Train to Cry", by fans who wanted Dylan to play acoustic folk music, Dylan returned to play acoustic versions of "Mr. Tambourine Man" and "It's All Over Now, Baby Blue".[7][8] The Newport performance of "It Takes a Lot to Laugh, It Takes a Train to Cry" features outrageous jamming by guitarist Bloomfield and organist Al Kooper.[7] Kooper preferred the alternate version to the version that ended up on Highway 61 Revisited.[1]


Steely Dan borrowed a line from the song as the title of their debut album Can't Buy a Thrill.[1] In a 2005 poll of artists reported in Mojo, "It Takes a Lot to Laugh, It Takes a Train to Cry" was listed as the #87 all time Bob Dylan song.[9]


  1. ^ a b c d e f Andy Gill (1998). Don't Think Twice It's Alright. p. 85. ISBN 1-56025-185-9. 
  2. ^ "It Takes a Lot to Laugh, It Takes a Train to Cry covers". Allmusic. Retrieved 2009-06-24. [dead link]
  3. ^ "Through the Looking Glass". Allmusic. Retrieved 2011-11-08. 
  4. ^ a b c d e f g "It Takes a Lot to Laugh, It Takes a Train to Cry". allmusic. Retrieved 2009-06-24. 
  5. ^ a b c Hinchey, J. (2002). Like a Complete Unknown. pp. 120–126. ISBN 0-9723592-0-6. 
  6. ^ a b c Shelton, R. (1997). No Direction Home. p. 280. ISBN 0-306-80782-3. 
  7. ^ a b c d e f Williams, P. (1990). Bob Dylan Performing Artist. pp. 156–163. ISBN 0-88733-131-9. 
  8. ^ a b Santelli, R. (2005). The Bob Dylan Scrapbook:1956-1966. pp. 49–50. ISBN 978-0-7432-2828-2. 
  9. ^ "100 Greatest Dylan Songs". Mojo. November 2005. Retrieved 2009-07-04. 

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