To fall in love with you. The greatest of all the lost Dylan masterpieces.

By Tony Attwood

Updated June 2018 with link to the recording of the song at the end of the article and the brief introduction below

“To fall in love with you” is the third most accessed file on this site.  The only articles that have been read more are “Hard Rain’s A Gonna Fall” and “Times they are a changing”.  From that I conclude that maybe quite a few others share my love of this song.

If you are interested in finding other songs by Dylan which he recorded as demos or sang in concert warm ups but then never released, then you might enjoy our “Forgotten Gems” file.  It contains around 25 songs with links to recordings on line.   Now back to the review of “To fall in love with you”


I have alluded to the fact a few times that I was trained as a musician before turning to being a writer, and in the time of moving from one to the other I did work for a few years as a theatre musician.   During that time I wrote a fair amount of music for theatrical productions, as well as for the rock bands I played in.  Indeed I have continued to write songs for most of my life, although mostly for my own enjoyment and as a way of telling my friends it is time to go at the end of the evening.

I say all this to stress two things – one I do know what it is like to write songs, and two, I make no claims to being a professional.  And all this is relevant here, because both during my theatre years (when the shout did sometimes arise, “Tony can you write a song to go here,” led to me sometimes writing very quickly to order) and subsequently (when I have as long as I want) I have written songs.

And in all this process I have often done sessions either on my own or with fellow performers just jamming around ideas and sequences – which occasionally turn into songs.  Of course at the start one only has a collection of phrases and attempts at rhyme, but with a fair wind the chord sequence can work and the melody can flow over it.  And a few words stick.

This process is a thoroughly valid one for writing a song – and this is where I get back to Dylan, because it is a technique he obviously has used on occasion.  And I can only take it to be ignorance of the varied creative techniques used by many people when writing songs that leads Heylin seemingly to call the process a “half-assed project”.  It is not the only way of composing of course, but it is one, and it can work.  Sometimes no, sometimes yes; but that is how it goes with most creative people much of the time.

You can’t turn a tap and have a work of genius pop out – at least not all the time.  The measure of genius is not that every item produced is a work of sheer brilliance, but that quite a few of them are.  Even the greatest genius has off days.

For Dylan, that day he toyed with “To fall in love with you” was most certainly not an “off day”.  This is a beautiful song, and it is wonderful indeed that we have a copy of the recording.  The lyrics are only partially formed but the chord sequence and the melody is there, and above everything else, Dylan clearly believes in where he is going.  If it had ever been finished it would have been considered one of the masterpieces, of that I am certain.

What is particularly interesting is that it is an 18 bar song, which is extremely unusual, and this makes me think that the recording I’ve linked to above is not a “join in when you are ready” type, but one that had already been rehearsed, or at least has the sequence written down.

I also feel this because the chord sequence is unique among Dylan’s work – much more complex than he normally works with and using a very different approach.

The song is in B, which is very unusual for a start, and if you have ever played a guitar or keyboard you’ll know how unusual this sequence is…

F#  E  F#  E  F#  G#m  F#  E  F#  E  F# G#m  F#  E  B  F#  G#m F#  B  F# G#m F# E F# B.

Even if all that is gibberish to you (and there is no reason why it should other than that) I would like to point out two things.  One is the the home chord of the whole song – B – doesn’t turn up until we are over half way through a verse.  The other is that this is written by a guy whose favourite guitar sequence for an entire song is

E  A  E   B7 A  E

So it is an unusual length with a very unusual chord structure, and yet the guys playing the accompaniment on the version we have really know what’s what – so they must have rehearsed or at the very very least had some musical instructions in front of them.

And although it is true that many of the words are mumbled – and my version below is just picking up what I can hear, and using suggestions from elsewhere, there are a lot of beautiful and exciting ideas and expressions of emotion here.  I am sure you’ll want to change some of my text, especially given that I am listening with English not American ears and brain but even my poor rendition made in consultation with the work of the much more skillful listener Eyolf Østrem manages to capture something of it, I think.

Who knows where this song could have gone – and who knows why Dylan didn’t complete it especially at a time when it seems good ideas were hard to come by?  But at least we have this tantalising sketch to keep forever.

If you just read the lyrics below it is interesting to see how almost every half line could lead us into a whole new song… indeed this is part of the great interest in this piece because not only is the music so interesting, but so are the lyrics.  There are something like fifty take off points within this piece, each of which could create a new song.

In fact it is reminiscent of the comment made in the early days when he once said that he thought the world might not last much longer so he put all the song titles he had into one song.  It is like finding a sketch book of a great visual artist containing pen and ink outlines of fifty great works he never undertook.  It is like opening the door of Dylan’s creative mind, and seeing all the possibilities laid out before us.

It is the sketch of a song with as much power and imagination as It’s Alright Ma, but with love, regret and doubt as the contexts.

It is tantalising, and brilliant both for itself, and for the consideration of why he never finished it.

I see it in your lips I knew it in your eyes

How simple and how magnificent is that.

A tear goes down my day is real
but your drying eye upon the shame
Each needs a road for me from you
what paradise? what can I do?
That die for my and the day is dark
I can’t believe for your touch
What I could find oh time is right
If I fell in love to fall in love
To fall in love with you

The day is dark, our time is right
day in the night deep in the night
I can’t yet be back I heard my- surprise
I see it in your lips I knew it in your eyes
Well I feel your love and I feel no shame
I can’t unleash your horde I call your name
What you’re to me what can I do?
To fall in love to fall in love
To fall in love with you

It just rolls upon the sand
ever this for now I’m made a man
can make you see what I can find
I know it in my days ah in my daily mind
Oh will ages roll will ages fly?
I hear your name where angels lie.
What do I know? for to come it’s true
To fall in love To fall in love
To fall in love with you

How can the doors trust on a nail?
how can I be surprised of most every day?
In the distant road I can’t be the same
I feel no love I feel no shame
I can’t watch the bay out on my own
we’ve a destined man I can attest it all
I didn’t I could find where I could go
To fall in love to fall in love
To fall in love with you

What else is on the site?

You’ll find an index to our latest posts arranged by themes and subjects on the home page.  You can also see details of our main sections on this site at the top of this page under the picture.

The index to the 500+ songs reviewed is now on a new page of its own.  You will find it here.  It contains reviews of every Dylan composition that we can find a recording of – if you know of anything we have missed please do write in.

We also now have a discussion group “Untold Dylan” on Facebook.  Just type the phrase “Untold Dylan” in, on your Facebook page or follow this link 

And please do note   The Bob Dylan Project, which lists every Dylan song in alphabetical order, and has links to licensed recordings and performances by Dylan and by other artists, is starting to link back to our reviews




  1. Tony, Maybe I can help you out with this; I’ll let you know. I am in awe of your study. The art that flows from the song was easy. The math that flows from your pen is another kind of genius, the kind that seldom gets stars. You have five gold stars from me, for sure.

    It will never happen, but if I had the chance, it would be an honor to meet you.

    Thank you for sharing your time and talent.

  2. Louis, I am overwhelmed. And although I feel that if we met you would be disappointed because I am just a regular guy, I have on occasion met up with readers from the site as I travel around.

  3. Somehow I missed this post, and certainly I even never heard this song before, and it baffles me just like you why he never finished it. It reminds me of the also unfinished Who Loves You More, which is a more simple blues based song but also with a hint of genius, and it bears resemblance with the discarded Angelina, not so much in chords but in feeling. It is as if he was afraid to deal with this kind of deep inspiration and vulnerabilty. Surely he was more into great original melodies those days, but his fixation with staying up to date with the eighties sank many a good idea. Look at the great album Tempest, his poetry on fire again, yet lacking something like this ‘adventurousness’.

  4. not to quibble but “greatest” cannot be used to describe this unless you no longer consider Im not there “Lost”

  5. Thanks for bringing this wonderful gem to life. I think your take on the lyrics are very close and not to quibble with. As a musician, my take is that Dylan might have used the piano to write this song as the chords favor the “black notes” chording he uses on that instrument. The band holds back on the first verse to get a sense of the song (except for the bass who appears to make some mis-steps in the first verse). So this could certainly be a first run thru. My understanding is that Dylan doesn’t spell out chords in his recording sessions.

  6. Yes, have to agree. That’s the best of the early work that hasn’t come out. It’s lovely.

  7. Hi Tony,

    I guess the most profound line in your writing is “If it had ever been finished it would have been considered one of the masterpieces, of that I am certain.” I definitely agree with you! And since you remarked that this song has a lot of “take-off” lines, as in, it can give birth to a plethora of songs, I decided to write one. I hope you wouldn’t mind if I posted it here. If it is inappropriate, I wouldn’t mind if you removed it.

    Thanks & Cheers,

    For Your Love
    A leaf falls down,
    in the autumn light,
    my day has run,
    to another night,
    moon on the rise,
    in the evening wind,
    but your eyes,
    has got me sinned,
    my heart has sank,
    in your smiles,
    I’ll swim to your hand,
    a million miles,
    where should I go,
    what can I do,
    to have your love,
    to have your love,
    to have your love,
    what can I do?

    A lone soldier,
    stranded on a field,
    there is a tear,
    that’s got me kneeled,
    I’ll be going home,
    down the dusky road,
    my mind would roam,
    your dream would flow,
    but I wish I knew,
    wish I had the key,
    to your heart so true,
    where could it be,
    where should I go,
    what can I do,
    to have your love,
    to have your love,
    to have your love,
    what can I do?

    There is no rose,
    without a thorn,
    in time I’d know,
    if your flame would burn,
    but what could fall,
    to keep this in me,
    I’ll forsake it all,
    it’s plain to see,
    cause I hear your name,
    in the autumn winds,
    I feel no shame,
    you drove me to this,
    where should I go,
    what can I do,
    to have your love,
    to have your love,
    to have your love,
    what can I do?


  8. I found this article after listening to this song and searching for a decent transcription of the lyrics so I could give it a go. As you say, when writing a song it’s quite usual to sing ‘placeholder’ lyrics/words until the thing takes shape and that’s what’s going on here – just a shame there isn’t a completed version as I agree it’s far more than a ‘half-assed project’. Just a note on the chords as I’ve used them in this key to suit my voice – the chords for guitar are all straightforward enough and ‘usual’ for Dylan if guitar is capo’d at 2nd fret… The B chord is A shape, F# chord is E shape, E chord is D shape, and the only barre chord is the G#m which is then F#m shape… Lovely song and someone will no doubt do a rewrite of the lyrics and have a hit – like Wagon Wheel… Thanks for your writing and insight into this one.

  9. I still dont know how to get a copy of this song to put on my i pod. where can I buy it from please

  10. I’ve listened carefully to this song a number of times and come up with different lyrics from what you posted. I thought I’d share them for the consideration of others. I believe these are consistent with what Dylan has expressed in his relationship with his former wife in other songs as well. They also hang together pretty well around the subject of unrequited love.

    To Fall in Love with You

    My tears go down
    My day is real
    Like your dying eyes
    Upon the sea
    And makes the road
    For me from you
    What paradise?
    What can I do?

    That time of mind
    When the game is done
    I can’t believe
    Or end the trying
    What I could find?
    For time is around
    For feeling love
    To fall in love
    To fall in love with you

    The day is done
    Our time is right
    Day in the night
    Deep in the night
    You can’t have me back
    I hear to my surprise
    I see it in your lips
    I knew it in your eyes

    But I feel your love
    And I feel no shame
    I can’t release your heart
    I call your name
    What does it mean?
    What can I do?
    To fall in love
    To fall in love
    To fall in love with you

    The ancient road
    Upon the sand
    Never did slow down
    And made the man
    That meant to be
    I walked out to find
    I know it in my days
    Or in my daily mind

    Oh, will ages roll?
    Will angels fly?
    I hear your name
    Where angels lie
    What do I know
    What’s to come? It’s true
    To fall in love
    To fall in love
    To fall in love with you

    I’ve been adored
    I trust not in vain
    How can I be surprised
    Most every day?
    Are you just then to roam?
    I can be the same
    I feel no love
    I feel no shame

    I cannot watch the pain
    And am I unknown?
    Was I just a man?
    I can’t have missed it all
    I didn’t know I could find
    What I could doubt
    To fall in love
    To fall in love
    To fall in love with you

  11. It was released on a limited edition CD ‘Bob Dylan & Eric Clapton ‎– Hearts Of Fire Session 1986’

  12. Tony,
    From one Dylan fan to another, thank you! I thoroughly enjoyed reading your analysis and studying your lyrical rendering of this unfinished masterpiece.

    While I think both you and User “Oaks” are very close in your interpretations, I have attached my rendering of the muffled recordings. I have listened to several different YouTube recordings of “To Fall in Love with You” and have compared at least three other lyrical interpretations. With all that in mind, what follows below is my interpretation. By no means do I assume to have the authoritative version but I hope I can bring some light to the more incoherent verses with which many people seem to have trouble…

    To Fall in Love with You

    My tears go down, my day is real
    But your drying eye upon the sea
    And ages roll from me from you
    What paradise, what can I do?
    Well damned am I and the day is dark
    I can’t believe for in your trust
    What I can find, oh time is right
    If I fell in love, to fall in love
    To fall in love with you

    The day is dark, our time is right
    Stay in the night, deep in the night
    I can’t yet be back, I heard it by my surprise
    I see it in your lips, I knew it in your eyes
    Well, I feel your love and I feel no shame
    I can’t unleash your heart, I call your name
    What you’re to me, what can I do?
    To fall in love, to fall in love
    To fall in love with you

    Ages roll upon the sand
    Ever this and now and made the man
    Can a picture be what I can find?
    I know it in my days, in my dreary mind
    Well ages roll, well ages fly
    I hear your name where angels lie
    What do I know, far to come it’s true
    To fall in love, to fall in love
    To fall in love with you

    How can the door trust on a nail?
    Can I be surprised of most everything?
    In the distant road, I can’t be the same
    I feel no love, I kill no shame
    I can’t watch the bay out on my own
    With a destined man, I can attest it all
    I didn’t wave goodbye, where I could go
    To fall in love, to fall in love
    To fall in love with you

  13. Thank you so much for your beautiful interpretation! I have a great respect for your transcription, especially given the unfinished nature of the song. I’ve been listening to it non-stop now for a while and I had two alternative observations that I would like to share in case it seems relevant or helpful to anyone else:

    1) if he were potentially saying “same” instead of “shame” on the first line, then the implication would be that while the speaker is crying (a tear go down) the subject is “drying” (their own eyes) “upon the same” (day, that is, which “is real” for the speaker). This interpretation joins the same act by the speaker and subject, but yields two disparate meanings from both (the subject is over it, perhaps, and the speaker isn’t). It’s an insignificant change, but hey, it’s the minutia that brought us here anyway, right?

    2) I have yet to hear, with my American ears, the line that is transcribed as “What paradise? What can I do?”
    Instead, I consistently hear “What pow’r have I? What can I do?”
    This not only sounds right to my ear, but nearly ties the thoughts in the line together, and in keeping with all of the “a-this and a-that-a’s” Dylan is so fond of, even in this song, the pronunciation of power as pow’r doesn’t seem out of place to me here.

    Obviously none of this is to dispute the various possible transcriptions, just to share a thought i haven’t yet see shared.Anyway, happy listening everyone!

  14. Thanks Tony Attewood! And thank you Robert Maxwell !
    I am so happy to find this discussion. I feel that this song and my heart – play and beat in the exact rythm.
    If you put the phone speaker very close to your ear – i think the first sentence goes like this:
    A tear go down
    My day is’nt (!) real.
    I wish one day i will understand this masterpiece in a much profound way.

  15. I think this song wasn’t meant to be finished. I think, maybe, the lyrics are not meant to make sense and that they were meant to be a mess. Because that’s what love is. It’s a beautiful mess that has your heart aching for more and leaving you lost for words.

  16. You can hear a recording (Townhouse Studio, London, 8/27/86) on disc three of The Genuine Bootleg Series Take 2.

  17. Wonderful blog, so glad I googled Dylan’s, To Fall In Love With You. Looking forward to the grown-up threads that seem to attach to these posts. Have just read a couple, looking forward to a few hundred hours of Bob talk.

    First impression: Great writing, original and energetic take on Dylan. Smart, sincere and respectful readers. Good google score.

  18. Dan, thank you so much for your kind words. This project is, quite obviously, a labour of love, but positive responses such as you have just given make it all worthwhile. I appreciate you writing in.

  19. This I think , is the key song of Dylan in which he really reveals himself to us !
    The rendition of its lyrics that I can find on Internet are ALL lamentably inaccurate .
    I have buldogedly listened and relistened to the song to Devine its actual lyrics which are AMAZING . It contains an uncharacteristic poetry style for Dylan that I call ” jab poetry ” as in boxing . It’s a VERY beautiful song and a self confession of his relationship with all humanity and himself . This song IS the one song of this famously evasive man when it comes to truly personal matters . Dylan the great enigma !

    In his honor I would like to post the true Lyrics , which I believe I have managed to grasp with 95% accuracy !

  20. My feel go down…my day is real ( what we feel IS reality ! )
    Like a dying eye…upon this day. ( memento mori )
    And it just rolls…from me , from you . ( universal- beyond right and wrong ! )
    What paradise…what can I do ? (Personal- universal )
    That dying am I …and the day is dark ( fear )
    I can’t believe …far in your touch. ( very personal … Universal insecurity ,Well done Dylan ! )
    What I can find…oh the time is around ( but we DO have enough time !)
    For feel in love.. To fall in love with you ( illumination )
    That day is dark….my time is right! ( embracing ones fear )
    Day in the night…deep in the night .
    I cleaned every bag…I heard my surprise. ( I’ve given you ALL I can ..still don’t know !)
    I see it in your lips…I know it in your eyes. ( you still want more ? )
    But I feel your love…and I feel no shame.
    I can’t release your heart !…I call your name ! ( story of my life ! .. Yours too I imagine )
    What good to me ?…what can I do ?
    I just fall in love .. Just fall in love…to fall in love with you ( that’s life ! )
    It just rolls…upon the sand.
    Ever this and now ….hath made the man ( universal .. ‘ hath’ biblical .. The nature of man .)
    And it makes you be ….what I can find (relationship with listener – part complaint ? )
    I know it in my days….ah, my daily mind. ( that’s what I live with !)
    Where ages roll….where ages fly
    I hear your name …..where angel lies ( double entendres intended I think . Worth reflex ion )
    What do I know ?…what to come it’s true ( self confession )
    To fall in love with you etc.
    How can the doors ….trust on a nail ( universal )
    I tend to be surprised…most every day ! ( personal)
    I’m reading in the road….I can’t be the same !( personal- universal )
    I feel you love….I feel no shame. ( try it ! )
    I dunno what’s to pay…and am I in awe ( self reflexion )
    With a dusty man….l gave my tears to go. ( personal-universal .. The great paradox )
    I did all I could buy!…what I could do ! ( that’s all everybody .thats my best ! )
    To fall in love with you etc. ( my life adds up to that ! )

    Common everybody !….pull the wool out of you ears ! … Dylan was born to kick ass .
    He’s been showering us his whole life with rough diamonds , I think he’s sick of the sack of gravel we picked up ! This song is his magnum opus , and his fare well !

  21. Pull the wools out of your ears???

    Not a ‘translation’ have I read – not one – that does not have some obviously glaring mistakes….including the one directly above!

    I decline to add mine to them – there are some words that are just too unclear!

  22. beautifully done, Shyam Sunder.
    I think Bob was speakin’ in tongue.
    I thought you all would like to hear my rendition I recorded today.
    I shan’t post my version of the lyrics. Though my aim was to come close
    to the sense and mood that Dylan was channeling at the time, I don’t claim
    to understand his every word. And I don’t think that was the point, then, either.

    Tony, I don’t know that Bob had a series of favourite chords (what source do you get that from?) In any case, this particular song in C major right the way through.
    (Though, tuned down slightly—to Cb 🙂 )

    Enjoy! (30 days, before the link expires:

  23. Alex, the favourite chords notion is just my reaction to working on this blog and listening to the songs and generally when I say a song is ina particular key that is the same – it is as I hear it. My piano is downstairs my computer and writing desk upstairs, and often I just take what my ear tells me. And you surely didn’t actually mean Cb did you?

  24. It’s a lovely song ….a masterpiece? I’m not sure…. but is it Bob’s? It is not listed in his official website under t … no sign of it that I could see. But thanks for the download.

  25. There are quite a few songs that are now widely regarded as Dylan compositions not listed on the official website. But if you do a search around the internet you’ll find that it is widely regarded as one of his.

  26. Thanks…. I am assuming it is his composition ….and I am happy to listen to it no matter.

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