Lay Lady Lay: Three Bob Dylan transformations of his song & a look at the meanings.

By Tony Attwood

In returning to this song I didn’t really feel I wanted to change any of the original commentary, but I did want to add a couple of live recordings as they show the power of Dylan’s reinvention.

Here’s the second

And one more

They are really something, in my view.

Now here’s the original review…

Here’s a simple thought: “What is Lay Lady Lay” about? There’s an oft-repeated story that when the Everly Brothers heard it they mistook it for a song about lesbians, and turned it down. That was based on a mishearing. With the lyrics printed on hundreds of Dylan web sites we can see it isn’t so… but where does the song take us?

“Whatever colors you have in your mind  I’ll show them to you and you’ll see them shine”

Is almost Donovan Leitch like – I am the magician I can make you see whatever you want to see.

But then who is the man whose “clothes are dirty but his hands are clean?” There’s memories of Rolling Stone here – (You used to be so amused At Napoleon in rags and the language that he used)

But no, in this case…you’re the best thing that he’s ever seen

Of course this is a softer kinder world – the harshness of Rolling Stone is not here. “Stay, lady, stay, stay with your man awhile” is said with warmth and affection.

Contrary to all the warnings on Rolling Stone

“You can have your cake and eat it too”

Only the ending is unequivocally clear – I want to wake up next to you.    So what makes it such a wonderful song?

Certainly, if we take the warmth of the words, then it is clear that the music fits perfectly too, for it is warm and kind. But there’s more, because the chord sequence is utterly unexpected – indeed I have seen experienced hardened rock musicians who can tell you a chord sequence as they hear a song for the first time, stumble over what happens here.

A, C sharp minor, G, D

Where did that G come from? How do you get a melody to go from C sharp minor (where the top note is G sharp) to G major? Personally, I can’t think of another song that uses such a sequence.

Dylan pulls it off, and the melody glides lyrically along. Quite probably no one can ever use such a sequence again, for it is utterly Lay Lady Lay. Who cares about the lyrics this time around – it is the melody over that extraordinary chord sequence that makes it happen.


  1. Actually it’s A, C sharp minor, G, B minor. In other words, the 1st to the minor 3rd played once, then again six semi-tones higher. Exactly the same opening chords as the Bacharach song “Don’t make me over”.

  2. another song?!? The first one tha comes to mind (and the ‘first one’ also, dating back to 1965, is Lennon’s “It’s Only Love” (this time in C; from “Help!”)

  3. To look at this harmony from a guitar perspective is a pretty logical thing to do since Dylan is a guitarist and undoubtedly wrote this song on guitar.

    The chord progression goes from the I to iii in A (A major to C# minor) and then repeats a whole-step lower (G to B minor) to form a Sequence.

    You can voice these chords such that following the highest notes of each chord will create a chromatically descending melody. To wit: A, G#, G natural, F#.

    A is the root of A major, G# the fifth of C# minor, G the root of G major, and F# the fifth of B minor.

    All things considered, it’s really a pretty natural and logical chord progression. Not to mention beautiful!

  4. whatever colors you have in your mind I’ll show them to you and you’ll see them shine… magician. No! when one has an amazing orgasim, it’s like fireworks full of color. Magician? Ok. Magical lover.

  5. i read that this song was written for the movie midnight cowboy but they used everbody’s talkin instead the song could have been used in some scenes of the movie

  6. He is asleep with his love. Dreaming and wanting to stay there “while the night is still ahead”. Have we not all been there.?

  7. With a bit of humour, Dylan refers to a nursey rhyme: “Little Jack Horner’s got nothin’ on me”:

    “Little Jack Horner/
    Sat in the corner/
    Eating a Christmas pie”

    Whatever horney bob is loving to eat, he’s already had a piece of something by the sound of things.

  8. That is say ‘Lay, Lady, Lay’ is somewhat less sexually explicit than Dylan’s ‘Country Pie, having ‘lay’, but not any t’s, n’s, u’s, and c’s in the title.

  9. I agree I also heard it was about his dog. Only makes sense lay lady lay. Stay lady stay. Duh!

  10. Bob
    also my late husbands name, born in Mar. 30 the day you posted this.
    He fell in love with this song while in Vietnam 1969. I think he thought the meaning was exactly like you said. Thanks!

  11. He lifted the line “Lay across my big brass bed” from Blind Willie McTell and Ruth Willis’s Rough Alley Blues. He loved himself some McTell.

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