Don't Think Twice, It's All Right

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"Don't Think Twice, It's All Right"
File:Don't Think Twice, It's All Right Dylan label.jpg
Single by Bob Dylan
from the album The Freewheelin' Bob Dylan
A-side "Blowin' in the Wind"
Genre Country folk
Length 3:40
Label Columbia
Writer(s) Bob Dylan
Producer(s) John Hammond
The Freewheelin' Bob Dylan track listing

"Don't Think Twice, It's All Right" is a song written by Bob Dylan in 1962, recorded on November 14 that year, and released on the 1963 album The Freewheelin' Bob Dylan and as a single.


In the liner notes to the original release, Nat Hentoff calls the song "a statement that maybe you can say to make yourself feel better... as if you were talking to yourself." The song was written around the time that Suze Rotolo indefinitely prolonged her stay in Italy. The melody is based on the public domain traditional song "Who's Gonna Buy Your Chickens When I'm Gone".[1][2] The melody was taught to Dylan by folksinger Paul Clayton, who had used the melody in his song "Who's Gonna Buy You Ribbons When I'm Gone?".

As well as the melody, a couple of lines were taken from Clayton's "Who's Gonna Buy You Ribbons When I'm Gone?", which was recorded in 1960, two years before Dylan wrote "Don't Think Twice". Lines taken word-for-word or slightly altered from the Clayton song are, "T'ain't no use to sit and wonder why, darlin'," and, "So I'm walkin' down that long, lonesome road." On the first release of the song, instead of "So I'm walkin' down that long, lonesome road babe, where I'm bound, I can't tell" Dylan sings "So long, honey babe, where I'm bound, I can't tell". The lyrics were changed when Dylan performed live versions of the song and on cover versions recorded by other artists.

In addition to its original release, the song has appeared on several of Dylan's greatest hits compilations, including Bob Dylan's Greatest Hits Vol. II (1971), The Best of Bob Dylan (1997) and The Essential Bob Dylan (2000). Another version of the song, recorded as a demo for Dylan's music publisher M. Witmark & Sons in 1963, was included on two releases in Columbia's Bootleg Series: Vol. 7: No Direction Home: The Soundtrack (2005) and Vol. 9 – The Witmark Demos: 1962–1964 (2010). In addition, live versions have been released on Before the Flood (1974; recorded February 14, 1974), Bob Dylan at Budokan (1978; recorded February 28, 1978), The Bootleg Series Vol. 6: Bob Dylan Live 1964, Concert at Philharmonic Hall (2004; recorded October 31, 1964) and Live at The Gaslight 1962 (2005; recorded October 1962).

It has been argued that the guitar on the original version of the song, which features a fast, fingerstyle style, was played by Bruce Langhorne.[3] However, Eyolf Østrem, the creator of the website dylanchords, has contended that Dylan himself played the guitar track.[4] In live performances, Dylan often strummed the chords, or flatpicked, but in a similar, fast-paced manner. Moreover, the 1963 'Witmark demos' version of the song has Bob Dylan finger-picking, in a very similar manner to the original 1962 recording. Furthermore, a recording of an April 1963 concert in New York (Bob Dylan - Town Hall, NEW YORK CITY, New York 1963 [Bootleg]) contains a live version of "Don't Think Twice", finger-picked in a manner similar to that heard on the original recording.

The song was used on the television series Mad Men, Friday Night Lights, and Men of a Certain Age.[5][6] It was also used in Nancy Savoca's 1991 film Dogfight, starring River Phoenix and Lili Taylor and the 2011 film The Help.

Cover versions

"Don't Think Twice, It's All Right"
File:Don't Think Twice, It's All Right cover.jpg
Single by Peter, Paul and Mary
from the album In the Wind
B-side "Autumn to May"
Released 1963
Genre Folk
Length 3:16
Label Warner Brothers
Writer(s) Bob Dylan
Producer(s) Albert Grossman

"Don't Think Twice, It's All Right" has been covered by Peter, Paul and Mary (1963),[7] Dick and Dee Dee, Bobby Darin, Dolly Parton, The Seekers, John Anderson, Randy Travis, Arnaldo Baptista, Cher, Melanie, Kesha, Johnny Cash, Ed Sheeran, Bobby Bare, Jackie DeShannon, Davey Graham, Odetta, Ralph McTell, Rory Gallagher, Stone the Crows, Heinz, Elvis Presley, Burl Ives, Waylon Jennings, Flatt and Scruggs, Steve Young, Donavon Frankenreiter, Ramblin' Jack Elliott, Jerry Reed, Joan Baez (who, in addition to covering it herself, also recorded it as a trio with the Indigo Girls), Brett Dennen and Ted Lennon, Joshua Radin, Doc Watson, The Waifs, Vonda Shepard, John Martyn, Metric, Elliott Smith, Billy Bragg, Frank Turner & Mark McCabe, Nick Drake, Sandi Thom, Susan Tedeschi, Emily Haines, Susanna and the Magical Orchestra, Boris Grebenshchikov, Jackie Greene, Bryan Ferry, Julie Felix, Wolfgang Ambros, Arlo Guthrie, Tristan Prettyman, Bree Sharp, Gavin Castleton, The Folkswingers, O.A.R. with Matt Nathanson and Mike Ness, The Kingston Trio, David Wiffen, Billy Paul, guitarist Lenny Breau, Susan Tedeschi, Ryan Montbleau, John Mayer, The Allman Brothers Band, Emilie-Claire Barlow, Cock Robin, Gregory and the Hawk, Barbara Dickson, Chris Thile, Brad Mehldau, and Nick Takenobu Ogawa. The Peter, Paul and Mary cover was the definitive single, reaching #9 pop Billboard Hot 100, #2 easy listening on Billboard's charts.[7]

Johnny Cash adapted portions of the song into his own single "Understand Your Man".[8]

The Four Seasons released a cover of the song as a single in 1965 (with the title "Don't Think Twice") under the pseudonym The Wonder Who? Their "joke" version reached the #12 position on the Billboard Hot 100 chart,[9] and eventually sold one million copies.

Hugues Aufray, a French singer and friend of Bob Dylan, recorded a French version entitled "N'y pense plus, tout est bien," in 1964.

Lill Lindfors, a Swedish singer, recorded the song in Swedish as Låt mej va' - de e' bra for her 1967 album Du är den ende.

Steel Train recorded a studio version of the song for a Bob Dylan tribute compilation released on Drive Thru Records in 2005, with distinct, intricate guitar melodies and lush instrumentation. They continued to perform the song live while on tour that following year.[10]

Fashawn's "Samsonite Man" features a heavy sampling of Billy Paul's version.

Eric Clapton's version appears on the 1993 live Dylan tribute album The 30th Anniversary Concert Celebration.

Diablo Cody sang the song on an episode of her web-series "Red Band Trailer."

Electropop singer Kesha has recorded a version for the 2012 compilation album Chimes of Freedom: Songs of Bob Dylan Honoring 50 Years of Amnesty International.[11]

Dolly Parton's version of the song appears on her 2014 studio album Blue Smoke.

Merle Haggard and Willie Nelson's version appears on their 2015 album Django and Jimmie.

See also

List of Bob Dylan songs based on earlier tunes


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  2. Bob Spitz, Dylan: A Biography, London: W. W. Norton & Co., 1991, p. 200.
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  11. Browne, David (2011-10-27). "All-Star Tackle Dylan for Amnesty International". Rolling Stone. 1142: 20.<templatestyles src="Module:Citation/CS1/styles.css"></templatestyles>