Dylan’s “Honest With Me” – a work of pure genius.

By Tony Attwood

This article updated 6 Spetember 2019.

Although there is little musical connection between “Honest with Me” from “Love and “Theft”, and Just Like Tom Thumb’s Blues, there is a connection via the lyrics.

Consider the opening of Honest with Me:

Well, I’m stranded in the city that never sleeps
Some of these women they just give me the creeps
I’m avoiding the Southside the best I can
These memories I got, they can strangle a man

and Tom Thumb

When you’re lost in the rain in Juarez, and it’s Eastertime too
And your gravity fails, and negativity don’t pull you through
Don’t put on any airs, when you’re down on Rue Morgue Avenue
They got some hungry women there, And they really make a mess out of you.

Both songs appear to be songs of total disaffection and disorientation.  But while Tom Thumb stays in the horrors of the Juarez city, Honest with Me goes elsewhere – and turns out to be a lost love song.  Although not a particular favourite with Dylan fans this really is one of the most remarkable lost love songs of all time.

And indeed the video I’ve selected at the top of the page brings this out as powerfully as any version I’ve heard.

One other introductory point: the slide guitar effects on the original LP version remind us of the song Highway 61 Revisited.  The remake obvious takes a different route, but still,  this is blues territory, and no mistake.

Now consider this next section:

Well I came ashore in the dead of the night
Lot of things can get in the way when you’re trying to do what’s right
You don’t understand it—my feelings for you
You’d be honest with me if only you knew

What we have here is a situation (a situation which runs through the whole song) in which the singer has lost his lover, and it is eating his heart out.  He hangs on to her memory, he wants to be with her, but she just doesn’t understand him – in fact she doesn’t get it at all.  He is trying to get away and do the right thing, but everything is against him.

So despite the fact that it is all over he just cannot ever let go.   In fact so entrenched is he in his love he just can’t let go.

To put this message across Dylan uses the most extended 12 bar blues he has ever devised.  There is a singular four bar introduction which takes us through all of the blues chords.   Recorded in F major it takes us through F, E flat, C,  B flat, A flat, F.  Hearing that, even if you don’t know anything about musical construction, you know you are in the blues.

The opening is 16 bars – one wonders if Dylan is ever going to change chords at all.  But then we get the confirmation that this is the blues, for in comes the sub-dominant section for four bars, back to the tonic for another four, and the structure completes with four bars of the dominant and back to the tonic and the descending blues chords.

And just as we have got a full grasp of the music we have this – the heart of the lyric:

I’m not sorry for nothing I’ve done
I’m glad I fought—I only wish we’d won

This text comes from a US Civil War song “I’m a Good Old Rebel” in which the Southern soldier knows he has fought for the losing cause, but he stands there utterly unrepentant.

For this Fair Land of Freedom I don’t give a damn
I’m glad I fit against it, I only wish we’d won
And I don’t want no pardon for anything I done

Back with Dylan we next have more characters that relate us back to Tom Thumb:

The Siamese twins are coming to town
People can’t wait—they’re gathered around

At first this is utterly unexpected and indeed confusing.  But confusion is the issue of the moment –

When I left my home the sky split open wide
I never wanted to go back there—I’d rather have died

Thus the singer has experienced a nightmare so awful he has to leave, there really has been no choice.  Everything is now falling apart, the nightmare continues… (for UK readers, “trunk” is obviously “car boot” in English English).

My woman got a face like a teddy bear
She’s tossing a baseball bat in the air
The meat is so tough you can’t cut it with a sword
I’m crashing my car, trunk first into the boards

Such is the singer’s destruction by this set of experiences, self-degredation has taken over.  He hates himself, everything is awful, he has nothing…

You say my eyes are pretty and my smile is nice
Well, I’ll sell it to you at a reduced price

And then just in case we have any doubt of what is going on we find that it is not just self-degredation, it is also disbelief that a world could be like this:

Some things are too terrible to be true
I won’t come here no more if it bothers you
The Southern Pacific leaving at nine forty-five
I’m having a hard time believing some people were ever alive

By now the singer is reduced to nothingness.  He doesn’t even have clothing – he now stands here before us naked.  He has lost everything.  We are reminded of the “even the President of the United States sometimes has to stand naked”.  Naked in the final reckoning, naked as in finally telling the truth, and not hiding behind lies.

I’m stark naked, but I don’t care
I’m going off into the woods, I’m hunting bare

But no matter what, he can’t get rid of the feelings he has for the woman.  She overwhelms his every thought, she is everything, no matter that he knows how badly she has treated him, and how she has moved on while he has not.

I’m here to create the new imperial empire
I’m going to do whatever circumstances require
I care so much for you—didn’t think that I could
I can’t tell my heart that you’re no good

Everyone told him, everyone warned him, but the overwhelming feeling he has for the woman, in spite of everything she has done to hurt him, he can’t let go…

Well, my parents they warned me not to waste my years
And I still got their advice oozing out of my ears
You don’t understand it—my feelings for you
Well, you’d be honest with me if only you knew

And we are left with the thought:

I’m not sorry for nothing I’ve done
I’m glad I fought—I only wish we’d won

Utter brilliance.  Thank you Bob. And for those few seconds of harmonica at the end.  It was worth holding the harp mic all the way through.

Between October 2001 and July 2019 Bob performed the piece 725 times: a real favourite.  I can sure see why.

What else is here?

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.

There is an alphabetic index to the 550+ Dylan compositions reviewed on the site which you will find it here.  There are also 500+ other articles on different issues relating to Dylan.  The other subject areas are also shown at the top under the picture.

We also have a discussion group “Untold Dylan” on Facebook which mostly relates to Bob Dylan today.  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. Hi… I’ve often wondered about the line “I’m here to create the new imperial empire”. Is it lifted from another poet? It seems to fit with many other lines from the 2000s such as can be found in Huck’s Tune and Early Roman Kings where Dylan is portraying himself with unusual powers, where is next in command or stripping people of life and breath.

  2. Regarding ‘imperial empire’ think William Shakespeare. Has he not created a (literary) imperial empire that will last 1000 years and more? Well that’s Dylan’s aim too and many of us think he’ll achieve this.

    When I read these reviews and critiques I despair. No wonder the poor man grieves with ‘fans’ like these.

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