Bob Dylan / 4:21
Musicians: Bob Dylan: vocals, guitar; Stevie Ray Vaughan: guitar; Jimmie Vaughan: guitar; David Lindley: slide guitar; Jamie Muhoberac: organ; Don Was: bass; Kenny Aronoff: drums; (?): tambourine / Recording Studios: The Record Plant, Los Angeles: January 6 (?), 1990; Ocean Way Recording, Hollywood, California: January 6 (?), 1990 (Overdubs April 30/ May 14 and 25, 1990 / Producers: Don Was, David Was, and Jack Frost (Bob Dylan) / Sound Engineer: Ed Cherney
The song “10,000 Men” is based on the English children’s nursery rhyme “The Grand Old Duke of York,” about the futile leadership of the legendary prince Frederick Augustus, Earl of Ulster and Duke of York and Albany (1763–1827). Dylan took the idea as a springboard and improvised on it. The ten thousand men of the grand old Duke of York became “Ten thousand women all dressed in white / Standin’ at my window wishing me goodnight,” “Ten thousand women all sweepin’ my room”—it is all just nonsense. Dylan ends the song singing, “Baby, thank you for my tea! / It’s so sweet of you to be so nice to me.”
“10,000 Men” is a blues-rock improvisation, recorded just after “God Knows” on January 6 (?), 1990. In October 1990, Don Was told Reid Kopel, “The engineer was hip to what was going on and he stopped the playback of the other thing, threw on some new tape and started recording a minute into it… That one starts real abrupt.” Indeed, the band starts slowly and the musicians begin with hesitation. Dylan gives the impression of just having woken up when he sings the first few lines. Once again, he does not take advantage of the extraordinary ability of the musicians who accompany him, including Stevie Ray Vaughan, one of the most influential electric guitarists in the history of blues (overdub on April 30). Fortunately, he makes up for it on other tracks of the album.