Bob Dylan / 3:21
Musicians
Bob Dylan: vocals, guitar
Charlie Daniels: guitar
Norman Blake: guitar
Kelton D. Herston: guitar (?)
Wayne Moss: guitar (?)
Pete Drake: pedal steel guitar
Bob Wilson: organ
Charlie McCoy: bass
Kenneth Buttrey: drums, bongos, cowbell
Recording Studio
Columbia Recording Studios, Nashville: February 14, 1969
Technical Team
Producer: Bob Johnston
Sound Engineers: Charlie Bragg and Neil Wilburn
“Lay, Lady, Lay” was originally written for the soundtrack of the movie Midnight Cowboy (1969) directed by John Schlesinger, but because Dylan did not submit it on time, the director and United Artists officials opted for the ballad “Everybody’s Talkin’” by Harry Nilsson.
Dylan admitted he composed the music for “Lay, Lady, Lay” before writing the lyrics, which is quite atypical. “The song came out of those first four chords. I filled it up with the lyrics then, the la la la type thing, well that turned into ‘Lay, Lady, Lay.’”12 As for the lyrics, they are unusually suggestive, even erotic, describing a night of love, full of promises and desires, “Whatever colors you have in your mind / I’ll show them to you and you’ll see them shine” or “Stay, lady, stay, stay while the night is still ahead / I long to see you in the morning light / I long to reach for you in the night.”
Dylan sang “Lay, Lady, Lay” for the first time at Johnny Cash’s house in Nashville. “We were a bunch of songwriters, Joni Mitchell, Graham Nash, Harlan Howard, Kris Kristofferson, Mickey Newbury and others. We formed a circle, each playing a song, and then passed the guitar to the next one.” Dylan performed the song live for the first time on the Isle of Wight. Curiously, Dylan never felt really attached to it. When Clive Davis, president of Columbia Records at the time, wanted to release the song as a single, Dylan was firmly opposed to that. Davis insisted, but Dylan was still opposed, saying, “I never… thought it was representative of anything I do.”1 Nevertheless, he recognized the perceptiveness of his boss, since “Lay, Lady, Lay” reached the top 10 on the Billboard Hot 100 and became one of his biggest hits. However, the popularity of the song did not stop him from changing the lyrics in concert. In 1978, he explained to Ron Rosenbaum, “I rewrote ‘Lay, Lady, Lay,’ too. No one ever mentioned that… A lot of words to that song have changed.”20 He added that he was never satisfied with the original version: “I always had a feeling there was more to the song than that.”20 Happily, he did not alter the first two lines, which are a good example of Dylan’s alliteration: “Lay, lady, lay” and “big brass bed.”
After a first attempt on February 13, “Lay, Lady, Lay” was recorded the following day. But drummer Kenneth Buttrey had difficulty coming up with a drum part. He told this to Dylan, who “just kind of looked back, he didn’t really know either, he was just trying to think of something and he said, ‘Bongos.’ I said, ‘What?’ He said, ‘Bongos.’”89 Surprised, Buttrey immediately asked the opinion of Bob Johnston: “What do you hear as regards drums on this thing? And he just sort of rolled his eyes back, he didn’t have any answers ready either.”89 Johnston finally suggested cowbells. Buttrey then asked Kris Kristofferson, who worked as a guard at Columbia Studios in Nashville, to bring him a pair of cheap bongos lying in a corner and a cowbell. He continued, “We started playing the tune and I was just doodling around on these bongos and the cowbell and it was kinda working out pretty cool.”89 It also sounds like he played the bongos with drumsticks instead of using his hands. Buttrey switched back to the drums for the choruses. “There were no mikes on the drum, it was just leakage.”89
The harmony of “Lay, Lady, Lay,” atypically for Dylan, wasn’t very interesting. The strength of this song lies rather in the atmosphere that emerges, in part due to the tone of the instruments. Besides the Buttrey rhythm part, the sound of the pedal steel guitar riff provided by Drake is catchy and brings a dreamy touch to the song. Similarly, Wilson’s organ playing provides a mysterious floating feel. Dylan’s vocal has an unusual intonation, warm and low sounding, conferring a nostalgic and moving aspect to the song. He plays guitar backed by two other guitarists, probably Daniels and Blake; one plays by strumming, the other arpeggios. The studio record notes include Kelton D. Herston and Wayne Moss, who had impressed Al Kooper in “I Want You” on Blonde on Blonde. They also mention two additional guitarists, but they are inaudible in the mix. Note that an overdub session was held on February 20, but the result is unknown.
“Lay, Lady, Lay” was released as a single in July 1969 with “Peggy Day” on the B-side. The single reached number 7 on the Billboard charts on August 2, 1969, and did better in the United Kingdom, where it peaked at number 5 on September 13. In France, it reached an unexpected tenth position in December 1969. In the United States, it was Dylan’s biggest commercial success since “Like a Rolling Stone.” Since the Isle of Wight Festival on August 31, 1969, with the Band (a version released on The Bootleg Series Volume 10), Dylan has sung the song onstage more than four hundred times. Note the versions on Before the Flood (1974) and Hard Rain (1976).