The Basement Tapes

For other uses, see The Basement Tapes (disambiguation).

Untitled

The Basement Tapes is a 1975 studio album by Bob Dylan and The Band. The songs on which Dylan participated were recorded in 1967 at houses in and around Woodstock, New York, where Dylan and The Band lived. Although most of the Dylan songs had appeared on bootleg records, The Basement Tapes marked their first official release.

During his world tour of 1966, Dylan was backed by a five-member rock group, The Hawks, who subsequently found fame as The Band. After Dylan was injured in a motorcycle accident in July 1966, The Hawks gravitated to the vicinity of Dylan's home in the Woodstock area to collaborate with him on music and film projects. While Dylan was concealed from the public's gaze during an extended period of convalescence in 1967, the six musicians recorded more than 100 tracks, comprising original compositions, contemporary covers and traditional material. Dylan's new songs were a dramatic break from the verbally complex, surreal rock'n'roll he had showcased on his critically acclaimed mid sixties trilogy of albums. While many of the basement songs display humor, others exhibit a morbid preoccupation with guilt, betrayal, and the void. In general, they possess a rootsy quality anticipating the Americana genre. For some critics, the songs on The Basement Tapes, which circulated widely in unofficial form, mounted a major stylistic challenge to rock music in the late 1960s.

When Columbia Records prepared the album for official release in 1975, eight songs recorded solely by The Band—in various locations between 1967 and 1975—were added to sixteen songs taped by Dylan and The Band in 1967. Overdubs were added in 1975 to songs from both categories. The Basement Tapes was critically acclaimed upon release, and reached a peak of number seven on the Billboard 200 album chart. However, the album's format has led critics to question the omission of some of Dylan's best-known 1967 compositions and the inclusion of material by The Band that was not recorded in Woodstock.

Background and recording

By July 1966, Bob Dylan was at the peak of both creative and commercial success. His albums Highway 61 Revisited and Blonde on Blonde had lingered in the top 10 of the US album charts for more than 20 weeks. From September 1965 to May 1966, Dylan embarked on an extensive tour across the US, Australia and Europe backed by The Hawks, a band who had formerly worked with rock and roll musician Ronnie Hawkins. The Hawks comprised four Canadian musicians—Rick Danko, Garth Hudson, Richard Manuel, and Robbie Robertson—and one American, Levon Helm. The sound of Dylan backed by a rock band caused hostility among his audiences, and the tour culminated in a famously raucous concert in Manchester, England, in May 1966 when a member of the audience shouted "Judas!" at Dylan for allegedly betraying the cause of politically progressive folk music. Returning exhausted from the hectic schedule of his world tour, Dylan discovered that his manager, Albert Grossman, had scheduled a further 63 concerts across the US that year.

After the crash

On July 29, 1966, Dylan crashed his Triumph motorcycle near his home in Woodstock, New York, suffering mild concussion and cracked vertebrae. The concerts he was scheduled to perform had to be canceled. Biographer Clinton Heylin wrote in 1990 on the significance of this accident: "A quarter of a century on, Dylan's motorcycle accident is still viewed as the pivot of his career. As a sudden, abrupt moment when his wheel really did explode. The great irony is that 1967—the year after the accident—remains his most prolific year as a songwriter." In a 1969 interview with Jann Wenner, Dylan admitted, "I had a dreadful motorcycle accident which put me away for a while, and I still didn't sense the importance of that accident till at least a year after that. I realized that it was a real accident. I mean I thought that I was just gonna get up and go back to doing what I was doing before ... but I couldn't do it anymore."

Dylan was re-thinking the direction of his life while recovering from a sense of having been exploited. Nine months after the crash, he told New York reporter Michael Iachetta, "Songs are in my head like they always are. And they're not going to get written down until some things are evened up. Not until some people come forth and make up for some of the things that have happened." Dylan biographer Robert Shelton concluded, after discussing the crash with Dylan, that "Dylan was saying there must be another way of life for the pop star, in which he is in control, not they. He had to find ways of working to his own advantage with the recording industry. He had to come to terms with his one-time friend, longtime manager, part-time neighbor, and sometime landlord, Albert Grossman."

Early recordings

Big Pink, West Saugerties, New York (2006)

Rick Danko recalled that he, Richard Manuel and Garth Hudson joined Robbie Robertson in West Saugerties in February 1967, and the three of them moved into a house nicknamed Big Pink; Robertson lived nearby with his future wife Dominique. Danko and Manuel had been invited to Woodstock to collaborate with Dylan on a film he was editing, Eat the Document, a rarely seen account of the 1966 world tour. At some point between March and June 1967, Dylan and The Hawks began a series of informal recording sessions, initially at the so-called Red Room of Dylan's house, Hi Lo Ha, in the Byrdcliffe area of Woodstock. In June, the recording sessions moved to the basement of Big Pink on Stoll Road. Hudson set up a recording unit, using two stereo mixers and a tape recorder borrowed from Grossman, as well as a set of microphones from folk trio Peter, Paul and Mary. Dylan would later tell Jann Wenner, "That's really the way to do a recording—in a peaceful, relaxed setting—in somebody's basement. With the windows open ... and a dog lying on the floor."

For the first couple of months, they were merely "killing time," according to Robertson, with many early sessions devoted to covers. "With the covers Bob was educating us a little," recalls Roberston. "The whole folkie thing was still very questionable to us—it wasn't the train we came in on ... He'd come up with something like 'Royal Canal', and you'd say, 'This is so beautiful! The expression!' ... he remembered too much, remembered too many songs too well. He'd come over to Big Pink, or wherever we were, and pull out some old song—and he'd prepped for this. He'd practiced this, and then come out here, to show us." Songs recorded at the early sessions included material written or made popular by Johnny Cash, Ian & Sylvia, John Lee Hooker, Hank Williams, and Eric Von Schmidt, as well as traditional songs and standards. A theme of all the recordings, both new material and old, is the way in which Dylan re-engaged with traditional American music. Biographer Barney Hoskyns observed that both the seclusion of Woodstock and the discipline and sense of tradition in The Hawks' musicianship were just what Dylan needed after the "globe-trotting psychosis" of the 1966 world tour. Levon Helm, arriving in Woodstock in October 1967 to rejoin his Hawk bandmates, wrote that on hearing the recordings they had made with Dylan, he "could tell that hanging out with the boys had helped Bob to find a connection with things we were interested in: blues, rockabilly, R&B. They had rubbed off on him a little."

New compositions

Dylan began to write and record new compositions at the sessions. According to Hudson, "We were doing seven, eight, ten, sometimes fifteen songs a day. Some were old ballads and traditional songs ... but others Bob would make up as he went along ... We'd play the melody, he'd sing a few words he'd written, and then make up some more, or else just mouth sounds or even syllables as he went along. It's a pretty good way to write songs." Danko told Dylan biographer Howard Sounes, "Bob and Robbie, they would come by every day, five to seven days a week, for seven to eight months." Hudson added, "It amazed me, Bob's writing ability. How he would come in, sit down at the typewriter, and write a song. And what was amazing was that almost every one of those songs was funny."

Within months, Dylan recorded around thirty new compositions with The Hawks, including some of the most celebrated songs of his career: "I Shall Be Released," "This Wheel's On Fire," "Quinn the Eskimo (The Mighty Quinn)," "Tears of Rage," "You Ain't Goin' Nowhere," and many others. At least two songs featured his lyrics combined with music by members of The Band: the music of "This Wheel's On Fire" was written by Danko while "Tears Of Rage" was by Manuel. According to Manuel, "He came down to the basement with a piece of typewritten paper ... and he just said, 'Have you got any music for this?' ... I had a couple of musical movements that fit ... so I just elaborated a bit, because I wasn't sure what the lyrics meant. I couldn't run upstairs and say, 'What's this mean, Bob: "Now the heart is filled with gold as if it was a purse"?'"

One of the qualities of The Basement Tapes that sets it apart from contemporaneous works is its simple, down to earth sound. The songs were recorded during the summer of 1967, "the summer of love" that produced The Beatles' Sgt. Pepper's Lonely Hearts Club Band, their most elaborate album in terms of studio production techniques. When Dylan expressed his opinion of that album in 1978, he was unenthusiastic. "I didn’t know how to record the way other people were recording, and I didn’t want to. The Beatles had just released Sgt. Pepper which I didn’t like at all. I thought that was a very indulgent album, though the songs on it were real good. I didn’t think all that production was necessary." Of the sound and atmosphere of the basement recordings, Barney Hoskyns wrote that "Big Pink itself determined the nature of this homemade brew." "One of the things is that if you played loud in the basement, it was really annoying, because it was a cement-walled room," recalled Robertson. "So we played in a little huddle: if you couldn't hear the singing, you were playing too loud."

Dylan married Sara Lownds in December 1965. By the time the basement sessions started in Big Pink around June 1967, he had two children: Maria (Sara’s daughter from her first marriage) and Jesse Dylan. Anna Dylan was born on July 11, 1967. Both Heylin and Basement Tapes researcher Sid Griffin believe that recording began in the Red Room of Dylan’s home, but had to move to Big Pink when it became clear that the sessions were getting in the way of family life. Domesticity was the context of The Basement Tapes, as Hudson said in The Last Waltz: "Chopping wood and hitting your thumb with a hammer, fixing the tape recorder or the screen door, wandering off into the woods with Hamlet (the dog Dylan shared with The Band) ... it was relaxed and low-key, which was something we hadn’t enjoyed since we were children." Several Basement Tapes songs, such as "Clothes Line Saga" and "Apple Suckling Tree," celebrated the domesticity of the rural life style.

Dwarf Music demos and Great White Wonder

By early 1967, Dylan's contract with Columbia Records held that he owed the label "a minimum of fourteen different musical compositions not previously recorded by him". Clinton Heylin suggested that it was not a coincidence that Dylan and Albert Grossman copyrighted fourteen of the basement songs in the fall of 1967. In October 1967, fourteen Dylan songs were dubbed down from their original stereo recordings to mono and deposited with Dwarf Music, a publishing company jointly owned by Dylan and Grossman. Acetates and tapes of the songs then circulated among interested recording artists.

Peter, Paul and Mary, managed by Grossman, had the first hit with a basement composition when their single "Too Much of Nothing" reached number 35 on the Billboard chart in late 1967. Ian & Sylvia, also managed by Grossman, had early access to the Basement Tapes demos; they recorded "Tears of Rage," "Quinn the Eskimo" and "This Wheel's on Fire". In January 1968, Manfred Mann reached number one on the UK pop chart with their recording of "The Mighty Quinn." The Byrds released "You Ain't Goin' Nowhere" and "Nothing Was Delivered" on their country-rock album Sweetheart of the Rodeo in 1968. In April 1968, "This Wheel's on Fire" reached number five in the UK singles chart, recorded by Julie Driscoll, Brian Auger and the Trinity. The Hawks officially renamed themselves The Band and released "This Wheel's On Fire," "I Shall Be Released" and "Tears of Rage" on their debut album Music from Big Pink in July 1968. Fairport Convention recorded "Million Dollar Bash" on their 1969 album Unhalfbricking.

As tapes of Dylan's recordings circulated in the recording industry, journalists became aware of the existence of the Basement Tapes. In June 1968, Jann Wenner wrote a front page story for Rolling Stone headlined "Dylan's Basement Tape Should Be Released". Wenner listened to the fourteen-song demo and reported, "There is enough material—most all of it very good—to make an entirely new Bob Dylan album, a record with a distinct style of its own." Wenner concluded, "Even though Dylan used one of the finest rock and roll bands ever assembled on the Highway 61 album, here he works with his own band for the first time. Dylan brings that instinctual feel for rock and roll to his voice for the first time. If this were ever to be released it would be a classic."

Reporting such as this whetted the appetite of Dylan fans. In July 1969, the first rock bootleg appeared in California, entitled Great White Wonder. The double album consisted of seven songs from The Basement Tapes sessions, plus some early recordings Dylan had made in Minneapolis in December 1961, and a couple of tracks recorded from The Johnny Cash Show. One of those responsible for the bootleg, identified only as Patrick, talked to Rolling Stone: "Dylan is a heavy talent and he's got all those songs nobody's ever heard. We thought we'd take it upon ourselves to make this music available." Great White Wonder proved to be merely the first episode in the bootlegging of Dylan's work, a process that would see the illegal release of hundreds of live and studio recordings, and that would lead the Recording Industry Association of America to describe Dylan as the most bootlegged artist in the history of the music industry.

Songs

The liner notes for The Basement Tapes give the following personnel credits for all songs on the album:

Bob Dylan – acoustic guitar, piano, vocals; Robbie Robertson – electric guitar, acoustic guitar, drums, vocals; Richard Manuel – piano, drums, harmonica, vocals; Rick Danko – electric bass, mandolin, vocals; Garth Hudson – organ, clavinet, accordion, tenor sax, piano; Levon Helm – drums, mandolin, electric bass, vocals.

In his book, Million Dollar Bash, Sid Griffin analyses each track and gives informed guesses about who is playing what, based on his musical insights into The Band's style of playing, and his interviews with Robbie Robertson and engineer Rob Fraboni, who prepared The Basement Tapes for their 1975 official release. Griffin's credits are listed below.

All tracks by Bob Dylan and The Band were recorded in Woodstock, June to October 1967. Tracks by The Band are as indicated.

Side 1

"Odds and Ends"

Dylan – vocal; Robertson – electric guitar; Hudson – organ; Danko – bass, backing vocal; Manuel – drums; Unknown – piano.

By positioning this track first, Dylan and Robertson were suggesting that the entire Basement collection could be heard as a series of musical odds and ends. The song emphasises "the fragmentary form and fleeting pleasures of the recordings". Listening to this track, Robert Shelton commented that "The Basement Tapes could have been retitled Roots. What a great collection of old blues, early rock, truck drivers, hoedowns and folk songs! Consider how much 'Odds and Ends' owes to Fats Domino." Heylin suggests that this track was one of the final basement songs to be recorded, and that here Dylan acknowledges that "when it came to spouting catchphrase choruses while espousing mock profundities in the verses, the process had just about run its course. Dylan admits as much by singing, 'I've had enough, my box is clean/You know what I'm saying and you know what I mean'."

"Orange Juice Blues (Blues for Breakfast)"

Manuel – vocal, piano; Danko – bass. Overdubbed 1975: Robertson – guitar; Hudson – organ, saxophone; Levon Helm – drums.

According to Sid Griffin, "there is little doubt" that Manuel and Danko laid down the basic track in Woodstock in 1968, and then Robertson's guitar, Hudson's saxophone, and Helm's drums were overdubbed in 1975 as The Basement Tapes was being readied for release. Dave Hopkins, a reviewer of the 2000 Music From Big Pink reissue, notes that the demo version of this song included as a bonus track on that CD is the same performance as The Basement Tapes version before overdubbing was added. Griffin calls the song "charming in its own right", but says it would not have fitted in as a regular track on Music From Big Pink because it was all too obviously from their past: an uptempo bluesy number that The Hawks might have played in rural Ontario in 1964. Hoskyns describes the song as one of The Band's early recordings that revealed "the breathtaking scope" of their musical range; he praises "the rollicking bar-room R&B style" of the performance.

"Million Dollar Bash"

Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

Shelton describes this song as embodying a spirit of joy which he believes to be one of the principal themes of The Basement Tapes. Griffin entitled his detailed book about The Basement Tapes, Million Dollar Bash. About this song, Griffin comments, "Like Elvis's earliest single on Sun Records, the lack of a drummer does not prevent the assembled from swinging on this nonsense like the experienced players they are." Heylin suggests that the song is begging to be covered as a doo-wop ditty because it alludes to The Coasters twice: "'Along came Jones'—a song title in itself—and 'emptied the trash'—a reference to 'Yakety Yak'."

"Yazoo Street Scandal"

Helm – mandolin, vocal; Robertson – guitar; Hudson – organ; Danko – bass; Manuel – drums. Recorded in Woodstock, Fall 1967.

Hoskyns estimates that "Yazoo Street Scandal" was one of the first songs written by Robertson in the fall of 1967, and one of the first numbers where The Band come together as a group with a sound that was "grittily distinctive". Robertson told Rob Bowman that it was based on a town in Arkansas with a street called Yazoo Street: "I thought, 'Wow! They don't have streets called Yazoo in Canada!' It was like, 'Jesus, let me make up a little story here about stuff going on in the red light district.' Everything was lit in red in that song for me." Bowman writes that Robertson recorded the lead vocal on the first version of the song, but since it was set in the south, it seemed natural for Levon Helm to take over the vocal. Helm recalls that when he arrived in Woodstock in October to rejoin his bandmates, this was the song they were working on. It was the first time he heard Manuel play the drums, and he was so impressed that Manuel "immediately became my favorite drummer". Hoskyns characterizes Helm's vocal performance as his "best redneck-wildcat yelp".

"Goin' to Acapulco"

Dylan – vocal; Robertson – guitar; Hudson – organ; Danko – bass, backing vocal; Manuel – drums, backing vocal.

Griffin notes that, as this song had not appeared on bootlegs and was unknown to fans, its release on the 1975 album alerted the world to the fact that there were more basement tracks than previously believed. For Shelton, the sense of anguish of Blonde On Blonde returns to haunt the basement proceedings with this song. "The song proposes a romp in that posh Mexican resort, but the heavy spirit is down in Juarez again." Heylin comments on the uninhibited sexual innuendo of this song, "featuring the usual debauched narrator, rambunctious harmonies, and euphemistic ribaldry" of the best Big Pink songs.

"Katie's Been Gone"

Manuel – piano, vocal; Robertson – guitar; Hudson – organ; Danko – bass, backing vocal. Recording date disputed. Overdubbed 1975: Hudson – additional keyboards; (possibly) Helm – drums.

Hoskyns identifies this song as amongst the earliest numbers written by Manuel and Robertson in the summer of 1967, one of "the songs that all but announced the birth of The Band". A different mix of the same recording was released as a bonus track on the reissue of Music From Big Pink in 2000. Griffin believes this was recorded in Woodstock, with drums later overdubbed in 1975. Hoskyns asserts it was "almost certainly" recorded at CBS's Studio E in New York in September 1967, with a drummer present, possibly Gary Chester.

Side 2

"Lo and Behold"

Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

The song has been described as an extraordinary travelogue which becomes more and more absurd, held together by a chorus that, according to Griffin, sounds like a cry of prophecy from the Old Testament. Andy Gill describes the progress of the song: "The whole song reads like a tall tale told by a self-aggrandizing barfly. The rousing chorus harmonies—which prefigure the famous chorus harmonies which would become one of the hallmarks of The Band's music—join in like drinking pals saluting him with foaming beakers, urging the narrator on to ever more ridiculous flights of fancy, rising at the end to leave him no place to go but further into fantasy, the true source of American identity."

"Bessie Smith"

Danko – vocal, bass; Robertson – vocal, guitar; Manuel – piano; Hudson – organ; Helm – drums, backing vocal. Recording date disputed.

According to Bowman's notes for The Band's 2005 compilation album, A Musical History, this track was "probably" recorded at an "unknown studio" in late 1968. But in his notes for the expanded version of The Band's fourth album, Cahoots, which was issued in 2000, Bowman writes that "Robbie [Robertson] is certain that 'Bessie Smith' was recorded sometime between their 1969 second album and Stage Fright." Sid Griffin writes in his book, Million Dollar Bash, that "Bessie Smith" was recorded by The Band in 1975 in Shangri-La Studio in Los Angeles, as The Basement Tapes was being prepared for official release. Griffin bases his assertion on the testimony of engineer Rob Fraboni. Griffin calls this song "the most far-fetched selection included on the official Basement Tapes release, even by Robertson's broad standards." Thomas Ward of Allmusic described it as "Arguably one of the slightest and most routine songs of all the 'basement tapes'", and noted that it lacked many of the key qualities of Dylan and The Band's other work on the album. Hoskyns singled out Hudson's keyboard playing for praise: "[the song is] transformed by Garth into something as magically evocative as an old silent movie."

"Clothes Line Saga"

Dylan – vocal; Robertson – guitar; Hudson – keyboards; Danko – bass; Manuel – drums.

Heylin writes that on the safety copy of the basement songs, this song was labelled "Answer To Ode"; he interprets this song as a parody of "Ode To Billie Joe", which was a hit single for Bobby Gentry in the summer of 1967 when the basement songs were being taped. Heylin calls "Clothes Line Saga" 'as deadpan a deconstruction' of "Ode to Billie Joe" as "Fourth Time Around" had been of The Beatles' "Norwegian Wood". (He adds that, in his view, Dylan generally parodied songs that he liked.) For Heylin the song illustrates Dylan's feeling that folk songs could function like an underground story. An event with potentially world-shaking implications—"The vice president's gone mad!"—is treated in a detached, stoical manner by the community: "There's nothing we can do about it". The whole narrative piles up both banal and surreal details, but Dylan delivers the 'saga' in the most laconic manner imaginable.

"Apple Suckling Tree"

Dylan – vocal, piano; Hudson – organ; Manuel – tambourine, backing vocal; Danko – bass, backing vocal; Robertson – drums.

Describing this song as a good-natured nonsense song that really swings, Griffin speculates that this was one of the last basement compositions to be recorded before Levon Helm returned to Woodstock to re-join The Band and Dylan departed for Nashville to record John Wesley Harding. Marcus, who identifies the tune as that of the ancient children's ditty "Froggy Went A-Courtin'", quotes Danko's description of the recording: "It all felt natural, we didn't rehearse. One or two takes from conception, on paper, to the finish. We all knew it would never happen twice."

"Please Mrs. Henry"

Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

As Heylin notes, this is a hilariously bawdy song in which Dylan seems to be yearning for relief both sexual ("Look Mrs Henry/There's only so much I can do/Why don't you look my way an' pump me a few?") and scatological ("Now I'm startin' to drain/My stool's gonna squeak/If I walk too much farther/My crane's gonna leak"). Marcus characterizes this song as "a detailed explanation, addressed to either a landlady or a madam of just what it means to be too drunk to move, if not complain."

"Tears of Rage"

Main article: Tears of Rage

Dylan – vocal, guitar; Robertson – electric guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

"Tears of Rage" is one of the most widely acclaimed songs from The Basement Tapes. Andy Gill linked the song to King Lear's soliloquy on the blasted heath in Shakespeare's tragedy. "Wracked with bitterness and regret, its narrator reflects upon promises broken and truths ignored, on how greed has poisoned the well of best intentions, and how even daughters can deny their father's wishes." Griffin detected a strong Biblical theme in the song; he noted that "life is brief" is a recurring message in Psalms and Isaiah from the Old Testament. Furthermore, Dylan (writing now as a father) realizes now that "no broken heart hurts more than the broken heart of a distraught parent." Griffin calls the four minutes of this song "as representative of community, ageless truths and the unbreakable bonds of family as anything in The Bands's canon—or anyone else's canon."

Marcus refers to the opening words "We carried you/In our arms/On Independence Day" as "a famous beginning" and suggests that it evokes a naming ceremony not just for a child but also for a whole nation. He writes that "in Dylan's singing—an ache from deep in the chest, a voice thick with care in the first recording of the song—the song is from the start a sermon and an elegy, a Kaddish."

Side 3

"Too Much of Nothing"

Dylan – vocal, guitar; Robertson – electric guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal. Overdubbed 1975: Hudson – additional keyboards; Helm – (possibly) drums, backing vocal.

For Robert Shelton, one of the most haunting themes of The Basement Tapes was a sense of nothingness. Shelton heard in this song an echo of the bald statement which Lear makes to his daughter Cordelia, "Nothing will come of nothing" (King Lear, Act I, Scene I). Greil Marcus asserts that this was one of the songs recorded at the end of "the basement summer" in August or September 1967. Marcus writes "[These songs] are taken slowly, with crying voices. Dylan’s voice is high and constantly bending, carried forward not by rhythm or by melody but by the discovery of the true terrain of the songs as they’re sung. Richard Manuel’s and Rick Danko’s voices are higher still, more exposed."

By November 1967, this song was a Top 40 hit for Peter, Paul and Mary. The group changed the words slightly. In Dylan's original, the chorus addresses two ladies—"Say hello to Valerie/Say hello to Vivian/Send them all my salary/On the waters of oblivion," but Peter, Paul and Mary changed the second name to "Marion," about which Dylan was not happy. Paul Stookey told Dylan biographer Howard Sounes that after that, Dylan became disenchanted with the group. "We just became other hacks that were doing his tunes". Whether by accident or design, the two women named in the song are also the names of the two wives of the major 20th century poet, T. S. Eliot, as Patrick Humphries has noted.

"Yea! Heavy and a Bottle of Bread"

Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

For Andy Gill, this is one of the most engaging songs on The Basement Tapes, and its appeal is accentuated by the fact that its meaning is quite unfathomable. The lines appear to be knocked together from offhand phrases that display "an instinct for the enigmatic which rescues the song from being forgettable". Marcus calls this song "the ultimate basement performance: an irreducible little throwaway that could have come from nowhere else." The startlingly low harmony part on the chorus is supplied by the voice of Richard Manuel.

"Ain't No More Cane"

Helm – mandolin, vocal; Robertson – guitar, vocal; Hudson – accordion; Danko – bass, vocal; Manuel – drums, vocal. Recording date disputed.

"Ain't No More Cane" is a traditional southern prison work song. According to Griffin, Levon Helm learned the song from his father while growing up in Arkansas. Prior to The Band's version, this song was recorded by several artists including Leadbelly and in 1959, Odetta on her album My Eyes Have Seen. Rob Bowman's notes for The Band's 2005 compilation album, A Musical History, state that this track was recorded between late 1967 and early 1968 in an "unknown studio". Sid Griffin quotes engineer Rob Fraboni's recollection that he taped this song with The Band at Shangri-La studio in Los Angeles in 1975. "I remember doing it when we did 'Bessie Smith' in '75. They are both great songs and sound cool," Fraboni told Griffin. Helm sings the first verse, Robertson sings the second verse, Danko sings the third verse, and Manuel sings the fourth verse. All four sing harmony on the chorus. Thomas Ward described the song "one of the joys of the whole collection".

"Crash on the Levee (Down in the Flood)"

Dylan – vocal, guitar; Hudson – organ; Manuel – piano; Danko – bass.

In 1927, after the Mississippi floods had left half a million people homeless, Memphis Minnie and Kansas Joe recorded "When The Levee Breaks"; they sang "Oh crying won't help you, praying won't do no good/When the levee breaks, mama you got to move". Dylan's "Down In The Flood" repeated these images, but it added the implication that the flood was retribution for past sins: "Now it's sugar for sugar and salt for salt/If you go down in the flood it's gonna be your fault". As Andy Gill points out, these lines are adapted from "James Alley Blues" by Richard "Rabbit" Brown—a song Dylan would have heard on Harry Smith's Anthology of American Folk Music.

"Ruben Remus"

Manuel – vocal, piano; Robertson – guitar; Hudson – organ; Danko – bass, backing vocal; Helm – drums. Recording date disputed.

The Band recorded at least four versions of the song: in earlier and then later Woodstock sessions, as well as at 1967 and 1968 studio sessions; engineer Rob Fraboni has identified The Basement Tapes track as an early 1968 Music From Big Pink sessions outtake, but Rob Bowman's liner notes for A Musical History date it as a Woodstock recording from September–November 1967. Griffin says the song is "as effortlessly charming as 'Katie's Been Gone' and 'Ferdinand The Impostor,' two more outtakes from the same era."

"Tiny Montgomery"

Dylan – vocal, guitar; Robertson – electric guitar, backing vocal; Hudson – organ; Manuel – backing vocal; Danko – bass, backing vocal.

According to Clinton Heylin, this was one of the earliest original compositions that Dylan and the Band recorded in Big Pink, having warmed up on a wide range of traditional material. As such, this is the prototype for a series of songs in a new style employing uninhibited, nonsensical lyrics: "Scratch your dad/Do that bird/Suck that pig/And bring it on home". Heylin suggests "this kind of wordplay would have had Edward Lear reaching for the smelling salts", as all pretence of sense is scattered to the wind.

Side 4

"You Ain't Goin' Nowhere"

Main article: You Ain't Goin' Nowhere

Dylan – vocal, guitar; Hudson – organ; Manuel – piano; Danko – bass; Robertson – drums. Overdubbed 1975: Robertson – electric guitar.

A first take of this song on the basement recordings (which remains unreleased) features a stream of nonsensical lyrics, held together by the chorus of the song. ("Now look here dear soup, you'd best feed the cats/The cats need feeding and you're the one to do it/Get your hat, feed the cats/You ain't goin' nowhere") For Heylin, this first version demonstrates Dylan's talent for delivering "strings of pearls wrapped in riddles"; Heylin writes "At this stage, Dylan had a tune, the last line of each verse (i.e., the title) and the chorus." The second take, as released on The Basement Tapes, then fleshes out the verses into something closer to a narrative. For Gill, the first verse possesses a "stark rural cohesion" via its "brisk meteorological details"—frozen railings, rain and clouds—but then the succeeding verses become more and more fantastic, ending with a non sequitur about Genghis Khan supplying his kings with sleep.

The Byrds released "You Ain't Goin' Nowhere" as a single on April 2, 1968—the first one from their 1968 country rock album, Sweetheart of the Rodeo—and it reached number 74 on the Billboard Hot 100. For Gill, The Byrds' version transformed the song into one of the classics of the then burgeoning genre of country-rock, whereas on the basement version the country music flavor is more of an undercurrent, suggested by "the lilting chorus melody". Roger McGuinn explained to Sid Griffin why he felt that the songs was perfect for The Byrds: "It was country-ish and had that Dylan mystique where you couldn't really figure what he was talking about, yet the lyrics nevertheless drew you in ... I always thought it was about when Bob was laid up in Woodstock after the bike accident and sure wasn't going anywhere."

"Don't Ya Tell Henry"

Helm – mandolin, vocal; Robertson – guitar; Hudson – piano; Danko – bass, backing vocal; Manuel – drums. Recording date disputed.

This song was written by Dylan, and an unreleased recording exists by Dylan backed by The Band from Woodstock, 1967. According to Bowman's notes for The Band's 2005 compilation album, A Musical History, the Band-only version released on The Basement Tapes was recorded between late 1967 and early 1968 in an "unknown studio". Griffin, however, asserts that the Band version was identified by engineer Rob Fraboni as having been recorded in 1975. Griffin characterizes this version as musically superior to the "drunk-as-skunks" 1967 rendition with Dylan.

"Nothing Was Delivered"

Dylan – vocal, guitar; Robertson – electric guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

Roger McGuinn heard a story behind this song: "'Nothing Was Delivered' sounded like a drug deal gone bad. It had a slightly dark or ominous tone." The Byrds recorded this number for their Sweetheart of the Rodeo country-rock album. For Greil Marcus, Dylan's "cool cowboy vocal" helped this song to be "the best rewrite of Fats Domino's 'Blueberry Hill' anybody's ever heard." And for Robert Shelton, the song was one more reminder that the boozy camaraderie of The Basement Tapes is constantly subverted by an aching sense of nothingness and a search for salvation.

"Open the Door, Homer"

Main article: Open the Door, Richard

Dylan – vocal, guitar; Robertson – electric guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal.

The refrain of this song is lifted from the number one hit by Count Basie in 1947: "Open the door, Richard"—which is what Dylan actually sings in his chorus. That song was based on a 1919 vaudeville skit by a Harlem comic named John Mason, so, as Griffin puts it, "this is a nonsense song based on a nonsense song". Heylin suggests that Homer was a nickname for the late Richard Fariña, the novelist and musician who was a friend of Dylan. Fariña had died in a motorcycle crash on April 30, 1966, on his way home from a launch party for his debut novel, Been Down So Long It Looks Like Up To Me, so the song may be a homage to a departed friend. Rick Danko suggested that Dylan changed the title from Richard to Homer because Richard was already there—in the shape of Richard Manuel.

Gill characterises the song as loping along jauntily while proffering various bits of advice, some commonsense and some baffling: value your memories properly, they won't come again; flush out your house if you don't want to be housing flushes; swim a certain way if you want to live off the fat of the land; and forgive the sick before you try to heal them. The sensible ones lend a bogus credence to the less sensible ones.

"Long Distance Operator"

Manuel – vocal, harmonica; Robertson – guitar; John Simon – piano; Hudson – organ; Danko – bass; Helm – drums. Recorded on February 28, 1968 in Los Angeles during the Big Pink sessions.

This song was written by Dylan, and he had performed it as early as December 4, 1965, at a concert in Berkeley, California—soon after The Hawks had started to back him on his rock'n'roll tour. Dylan and The Band ran through this number in Woodstock in 1967, although the Basement Tapes version is an outtake from the 1968 Big Pink session. Gill describes it as "half an idea fleshed out to a riff" which is a funky blues extension of the classic Chuck Berry song, "Memphis, Tennessee." The recording released on The Basement Tapes has had one verse cut; a longer version of the same take appears as a bonus track on the 2000 reissue of Music From Big Pink.

"This Wheel's on Fire"

Main article: This Wheel's on Fire

Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal; Robertson – drums. Overdubbed 1975: Robertson – acoustic guitar.

Critics have commented that "This Wheel's On Fire," by being placed as the final track, closes the album at a peak of sinister mystery. Gill writes: "It is virtually impossible not to see the locked wheel of Dylan's Triumph 500 in the title, the very wheel upon which his own accelerating pursuit of disaster was borne so swiftly, and then arrested so abruptly. The verses brim with unfinished business, anchored by the certainty that 'we shall meet again'." Several critics, including Gill, suggest that Dylan's lyrics again draw upon Shakespeare's King Lear, echoing Lear's tormented words to his daughter: "Thou art a soul in bliss; but I am bound/Upon a wheel of fire, that mine own tears/Do scald like molten lead."(King Lear, Act IV, Scene VII)

Shelton describes how the song builds firmly through a series of tension-and-release peaks, and he connects the central image to the prophet Ezekiel's vision of a chariot which is recounted in the black spiritual, "Ezekiel Saw The Wheel."

Columbia Records compilation release

Professional ratings

Review scores
Source	Rating
Allmusic
Robert Christgau	(A+)
Rolling Stone
Virgin Encyclopedia of Popular Music

In January 1975, Dylan unexpectedly gave permission for the release of a selection of the basement recordings. Griffin suggests this was because Dylan and Grossman had resolved their legal dispute over Dwarf Music's copyrights of Dylan songs. Clinton Heylin argues that Dylan was able to consent following the critical and commercial success of his 1975 album, Blood on the Tracks. "After Blood on the Tracks, The Basement Tapes no longer had the status of a final reminder of Dylan's lost genius".

Engineer Rob Fraboni, who had worked on Dylan's 1974 album Planet Waves, was brought in to clean up the recordings still in the possession of the original engineer Garth Hudson. Fraboni told Griffin that Robertson was the dominant voice in selecting the final tracks for The Basement Tapes and that Dylan had not been in the studio very often. Eight of the twenty-four songs on the album did not feature Dylan, while a number of these were not recorded at the Big Pink sessions. In justifying their inclusion, Robertson explained that he, Hudson and Dylan did not have access to all the known exant songs. "We had access to some of the songs. Some of these things came under the heading of 'homemade' which meant a Basement Tape to us." Robertson has suggested that the Basement Tapes are, for him, "a process, a homemade feel" and so could include recordings from a wide variety of sources. All of the tracks had been 'remixed' to mono while Robertson and other members of The Band overdubbed new piano, guitar, and/or drum parts over some of the original Dylan–Band recordings.

Cover art

The cover photograph for the 1975 Columbia album was taken by designer and photographer Reid Miles in the basement of the YMCA in Los Angeles. It poses Dylan and The Band alongside characters suggested by the songs: a woman in a Mrs Henry T-shirt, an Eskimo, a circus strongman and a dwarf. Robertson wears a blue Mao-style suit; Manuel wears the uniform of the U.S. Air Force. David Blue and Neil Young are also present in the photo.

Reception and sales

The Basement Tapes peaked at number seven in 1975 on Billboard's Pop Albums chart, and reached number eight in the UK. The record was hailed by critics, with John Rockwell of The New York Times calling it "one of the greatest albums in the history of American popular music." Robert Christgau gave it an A+ in his "Consumer Guide" column, and commented on how the recordings sounded richer and stranger in 1975 than when they were first recorded: "The basement tapes were the original laid-back rock, early investigations of a mode that would eventually come to pervade the whole music. Not that they suggested any of the complacent slickness now associated with the term—just that they were lazy as a river and rarely relentless or precise." Christgau concluded: "We don't have to bow our heads in shame because this is the best album of 1975. It would have been the best album of 1967, too." The Basement Tapes topped the 1975 Pazz & Jop Critics Poll in The Village Voice. The review in The Washington Post said: "Dylan may perplex, irritate, and disappoint, but he has to rank as the greatest artist modern American pop music has produced."

Criticism of 1975 album

Criticism of the 1975 official release of The Basement Tapes has centered on two issues: the recordings by The Band on their own, and the selection of the Dylan songs. As Dylan critic Michael Gray succinctly put it: "The interspersed tracks by The Band alone merely disrupt the unity of Dylan material, much more of which should have been included. Key songs missing here include 'I Shall Be Released' and 'The Mighty Quinn.'"

In a similar vein, Clinton Heylin argued that compiler Robbie Robertson did Dylan fans a major disservice by omitting the crucial songs "I Shall be Released," "I'm Not There" and "Sign On The Cross." Heylin wrote, "The album as released hardly gave a real idea of what they had been up to in Woodstock. Not even the two traditional songs which had been pulled on to the master reel—'Young But Daily Growing' and 'The Banks Of The Royal Canal'—made the final twenty-four cuts."

Heylin has also criticized the fact that Robertson passed off The Band's songs as originating from the Basement sessions, and by including eight Band recordings to Dylan's sixteen, "Robertson sought to imply that the alliance between Dylan and the Band was far more equal than it was: 'Hey, we were writing all these songs, doing our own thing, oh and Bob would sometimes come around and we'd swap a few tunes'". Heylin asserts that "though revealing in their own right, the Band tracks only pollute the official set and reduce its stature". The honesty of the 1975 album was questioned by a reviewer of the remastered version of The Band's Music From Big Pink, issued in 2000. Dave Hopkins notes that "Katie's Been Gone" appears as a bonus track on the reissue of Big Pink, but it is the same recording as the one that appeared on the 1975 Basement Tapes, except it is now "in stereo and with improved sound quality beyond what the remastering process alone would provide." Hopkins comments, "The cat's out of the bag: 'Katie' and the other Band-only tracks on The Basement Tapes must have been intentionally muddied in the studio in 1975 so that they would fit better alongside the Dylan material recorded in the basement with a home reel-to-reel."

Barney Hoskyns observed that "Heylin's objections were the academic ones of a touchy Dylanologist: The Basement Tapes still contained some of the greatest music either Dylan or The Band ever recorded." Similarly, Sid Griffin defended the inclusion of The Band's songs; "'Ain't No More Cane' may be included under false pretenses, but it is stirring stuff ... And while a Dylan fan might understandably grumble that he wanted to hear another Bob song, a fan equally versed and interested more generally in late 20th century American music would only smile and thank the Good Lord for the gift of this song." Commenting on The Band's version of "Don't Ya Tell Henry," Griffin writes: "True, the argument could be made that Robertson was way outside his brief in including this on the two-LP set, as this wasn't from Woodstock or '67, and has no Dylan on it... But it is a song from the Basement Tapes era and it swings like a randy sailor on shore leave in a bisexual bar. So give Robbie a break."

By 1975, Dylan showed scant interest in the discographical minutiae of the recordings. Interviewed on the radio by Mary Travers, he recalled, "We were all up there sorta drying out, making music and watching time go by. So, in the meantime, we made this record. Actually, it wasn't a record, it was just songs we'd come to the basement and recorded. Out in the woods..." Heylin commented that Dylan seemed to be dismissing the work "as unfinished therapy".

Themes

For Michael Gray, the basement recordings were crucial to understanding Dylan's development. Gray writes that "the core Dylan songs from these sessions actually do form a clear link between two utterly different albums. They evince the same highly serious quest for a personal salvation which marked out John Wesley Harding—yet they are soaked in the same blocked confusion and turmoil as Blonde On Blonde. 'Tears Of Rage,' for example is an exact halfway house between 'One Of Us Must Know (Sooner Or Later)' and 'I Dreamed I Saw St. Augustine.'"

Singer-songwriter David Gray commented that the great achievement of The Basement Tapes, is that Dylan found a way out of the anguish and verbal complexity that had characterised his mid-60s albums such as Blonde on Blonde. "It's the sound of Dylan letting his guard down. 'Clothes Line Saga' and all those ridiculous songs, he's obviously just making it all up, they were having such a great time. The sound of The Band is so antiquated like something out of the Gold Rush and Dylan fits in because he's this storyteller with an ancient heart. At the time everything he did was so scrutinised, yet somehow he liberated himself from all that and enjoyed making music again. You hear an unselfconscious quality on this record which you don't ever hear again."

Critic Robert Shelton has argued that The Basement Tapes songs revolve around two themes. The first group is "songs tinctured with the search for salvation": "I Shall Be Released" (from the demo, but not on the album), "Too Much of Nothing," "Nothing Was Delivered," "This Wheel's On Fire," "Tears of Rage," and "Goin' To Acapulco." The second group is "songs of joy, signaling some form of deliverance", and including most of the remaining songs in the collection.

The sleeve notes for the 1975 release of The Basement Tapes were written by critic Greil Marcus. Marcus wrote: "What was taking place as Dylan and The Band fiddled with the tunes, was less a style than a spirit—a spirit that had to do with a delight in friendship and invention." And Marcus compared the songs to fabled works of American traditional music. "The Basement tapes are a testing and a discovery of roots and memory ... they are no more likely to fade than Elvis Presley's 'Mystery Train' or Robert Johnson's 'Love In Vain.'"

In 1997, after listening to more than 100 songs issued on various bootlegs, Greil Marcus extended these insights into a book-length study of The Basement Tapes, entitled Invisible Republic (re-published in 2001 under the title The Old, Weird America). Marcus quoted Robbie Robertson's memories of recording the songs: "(Dylan) would pull these songs out of nowhere. We didn't know if he wrote them or if he remembered them. When he sang them, you couldn't tell." Marcus called these songs "palavers with a community of ghosts", and he writes that "these ghosts were not abstractions. As native sons and daughters they were a community. And they were once gathered in a single place: on the Anthology of American Folk Music, a work produced by a 29-year-old of no fixed address named Harry Smith." Marcus argued Dylan's basement songs were a resurrection of the spirit of Smith's Anthology, which was originally published by Folkways Records in 1952. This was a collection of blues and country music recorded in the 1920s and 1930s, which proved extremely influential in the folk music revival of the 1950s and the 1960s. Marcus suggests that Dylan's Basement Tapes shared with Smith's Anthology a sense of alchemy, "and in the alchemy is an undiscovered country".

Legacy

While hidden from the public gaze, Dylan and The Band made music very different from the recordings of other major artists. Andy Gill wrote, "Musically, the songs were completely at odds with what was going on in the rest of the pop world, which during the long hot summer of 1967 was celebrating the birth of the hippie movement with a gaudy explosion of 'psychedelic' music—mostly facile paeans to universal love draped in interminable guitar solos." Patrick Humphries itemized the ways in which Dylan's songs dissented from the dominant ethos of rock culture: "While the rock world vented its spleen on parents and leaders, Dylan was singing privately about parental fidelity. While George Harrison was testifying that life went on within and without you, Dylan was taking his potatoes down to be mashed. While Mick Jagger was 2,000 light years from home, Dylan was strapping himself to a tree with roots." Dylan summed up the gap between his basement compositions and the rest of the rock world when he said, "At that time psychedelic rock was overtaking the universe and we were singing these homespun ballads."

When The Band started recording their debut album, Music From Big Pink, in February 1968, they went to work in a studio in New York, but the recording technique they employed had been learned during the Basement Tapes sessions. As Robertson described it: "We used the same kind of mike on everything. A bit of an anti-studio approach. And we realized what was comfortable to us was turning wherever we were into a studio. Like the Big Pink technique." Griffin adds that the studio technique of the Basement Tapes influenced groups including The Beatles, noting that when they recorded the Get Back sessions in Twickenham in early 1969, they too were trying to record "in the honest, live, no frills, no overdubs, down home way that The Hawks/Band did for the Basement Tapes".

Billy Bragg wrote: "Listening to The Basement Tapes now, it seems to be the beginning of what is called Americana or alt.country. The thing about alt.country which makes it "alt" is that it is not polished. It is not rehearsed or slick. Neither are The Basement Tapes. Remember that The Basement Tapes holds a certain cultural weight which is timeless—and the best Americana does that as well." The influence of the Basement Tapes has been heard by critics in many subsequent acts. Critic Stuart Bailie wrote "If rock'n'roll is the sound of a party in session, the Basement Tapes were the morning after: bleary, and a bit rueful but dashed with emotional potency. Countless acts—Mercury Rev, The Cowboy Junkies, Wilco, The Waterboys—have since tried to get back to that place."

Elvis Costello said of The Basement Tapes: "They sound like they were made in a cardboard box. I think (Dylan) was trying to write songs that sounded like he'd just found them under a stone. As if they sound like real folk songs—because if you go back into the folk tradition, you will find songs as dark and as deep as these."

The Basement Tapes has featured in both critical surveys of Dylan's albums and in lists of important ones. In 2003, Rolling Stone magazine ranked it number 291 on their list of the 500 greatest albums of all time. In a special issue devoted to Dylan's work, Q magazine awarded The Basement Tapes five stars, the highest rating, commenting that "Dylan's work is by turns haunting, hilarious and puzzling—and all of it taps into centuries of American song".

Other released Basement Tape songs and A Tree With Roots

Columbia has issued four additional 1967 recordings by Dylan from Big Pink since The Basement Tapes in 1975: take 2 of "Quinn the Eskimo (The Mighty Quinn)" on Biograph in 1985, "I Shall Be Released" and "Santa Fe" on The Bootleg Series Volumes 1-3 (Rare & Unreleased) 1961-1991 in 1991, and "I'm Not There (1956)" on the I'm Not There soundtrack in 2007. In the early 1970s, Dylan released new recordings of four Basement Tape-era compositions: a performance of "Quinn the Eskimo" from the Isle of Wight Festival on August 31, 1969 appeared on Self Portrait, and October 1971 recordings with Happy Traum of "You Ain't Goin' Nowhere," "I Shall Be Released" and "Down in the Flood" on Bob Dylan's Greatest Hits Vol. II.

In 2005, the Band compilation A Musical History was released, which includes the 1967 Woodstock Band recordings "Words and Numbers," "You Don't Come Through," "Caledonia Mission," "Ferdinand the Imposter" and "Will the Circle Be Unbroken." In 1968, The Band re-recorded "This Wheel's on Fire," "Tears of Rage," "I Shall Be Released " and "Caledonia Mission" in studios in New York and Los Angeles for their album Music From Big Pink. Versions of other Band Basement Tape compositions, recorded in various locations between 1967 and possibly 1975, appear on Across the Great Divide, A Musical History, as well as bonus tracks on the 2000 reissues of Music From Big Pink and Cahoots. The Band has also released live versions of various Basement Tapes songs: "I Shall Be Released" on Before the Flood; "Caledonia Mission" and "This Wheel's On Fire" on Rock of Ages, with "I Shall Be Released," "Down in the Flood" and "Don't Ya Tell Henry" appearing on the album's 2001 reissue; "I Shall Be Released" on The Last Waltz and "This Wheel's On Fire" on 2002 box set release of the album; "I Shall Be Released" and "Don't Ya Tell Henry" on Live at Watkins Glen; and "Ain't No Cane on the Brazos" recorded live at the Woodstock Festival in August 1969, released on Across the Great Divide.

On March 31, 2009, Legacy Records issued a remastered version of the original 1975 Basement Tapes double-album. Critics noted an improvement in the clarity of the tracks, despite the low-fi origins of the basement recordings. One reviewer noted, "There’s something about the remastering that makes it feel more like an official album—the earlier CD version’s weak fidelity unfairly emphasized the 'basement' nature of the recordings, where it now possesses a clarity that belies its humble and informal origins."

In the early 1990s, a virtually complete collection of all Dylan's 1967 recordings in Woodstock was released on a bootleg as the 5-CD set The Genuine Basement Tapes; these were later remastered and released as the 4-CD bootleg A Tree With Roots. This collection contains 108 songs and alternate takes. When Greil Marcus showed the bootleg set to Garth Husdson, engineer on the original basement recordings, Hudson responded, "They've got it all." Nonetheless, a handful of other Basement Tape songs not in circulation on bootlegs have been documented, including The Band's "Even If It's A Pig Part I," which only circulates in fragmentary form, "Even If It's A Pig Part II," Dylan's "Wild Wolf" and "Can I Get a Racehorse" (copyrighted as "You Own a Racehorse").

Track listing

All songs by Bob Dylan, except where noted

Side one

1. "Odds and Ends" – 1:47
2. "Orange Juice Blues (Blues for Breakfast)" (Richard Manuel) – 3:39
3. "Million Dollar Bash" – 2:32
4. "Yazoo Street Scandal" (Robbie Robertson) – 3:29
5. "Goin' to Acapulco" – 5:27
6. "Katie's Been Gone" (Manuel, Robertson) – 2:46

Side two

7. "Lo and Behold" – 2:46
8. "Bessie Smith" (Rick Danko, Robertson) – 4:18
9. "Clothes Line Saga" – 2:58
10. "Apple Suckling Tree" – 2:48
11. "Please Mrs. Henry" – 2:33
12. "Tears of Rage" (Dylan, Manuel) – 4:15

Side three

13. "Too Much of Nothing" – 3:04
14. "Yea! Heavy and a Bottle of Bread" – 2:15
15. "Ain't No More Cane" (Traditional) – 3:58
16. "Crash on the Levee (Down in the Flood)" – 2:04
17. "Ruben Remus" (Manuel, Robertson) – 3:16
18. "Tiny Montgomery" – 2:47

Side four

19. "You Ain't Goin' Nowhere" – 2:42
20. "Don't Ya Tell Henry" – 3:13
21. "Nothing Was Delivered" – 4:23
22. "Open the Door, Homer" – 2:49
23. "Long Distance Operator" – 3:39
24. "This Wheel's on Fire" (Danko, Dylan) – 3:52

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