Up to Me

By Tony Attwood

“Up to Me” is one of those songs that if you didn’t know it, and you were suddenly find it on Biograph or an out-take album you would probably start by thinking “hey this is just Tangled up in Blue again” and then as you hear the lyrics, you would more than likely realise you have found a total absolute gem.

Similar to Tangled, and indeed with elements of Simple Twist of Fate and some of Shelter From the Storm, but of huge value in its own right.

In short, if you don’t know this piece, but you have enjoyed Blood on the Tracks go and get an album with it on now.   Biograph is the obvious place to  try.

The rotating chord sequence E B A / E B A is interesting in itself as it is interrupted in the third line by the unexpected change to B E A, but with the vocal line not moving  from its pre-ordained routine.  If you appreciate the subtleties you are hearing in this chord changes it can catch you out in each and every verse the first couple of times you hear the piece.

The accompaniment is “Dylan-calm” – Dylan the old story teller, just looking back on the past with a shrug of the shoulders.  We also have a double bass style that has become familiar through the songs mentioned above, a beautiful restrained style that adds enormously to the overall context of the song.

But what is so shockingly different here is the opening.  OK – this is an out-take, and maybe not the best recording available, or maybe never intended to be the final version, but it just starts, musically and lyrically.  Bang, you are in.  No preliminaries.

And lyrically there is no, “They sat together in the park”.   There is no “Early one morning the sun was shining.”  There is, in short, no placement of the characters at all.  No warm up, no opening chords, just a sudden start.  And what a start…

“Everything went from bad to worse, money never changed a thing”

And we think, “what the hell is going on here?”   This is doom and gloom, but the music doesn’t represent that at all.  Even lines like “Death kept following, tracking us down” are sung in the same “Tangled” style.

This opening however does set a scene of its own, once you have heard the song several times.   Everything has gone wrong, and wrong again, and I ain’t got much time left to sort this out.  But no one else is going to resolve anything, so it is up to me.

That’s the song – but such a simplified reduction does not do it any justice at all.

There are some wonderful lines in this song delivered by Dylan with a bounce and emphasis that shows a tremendous level of crafting.   Just listen to

“If I’d thought about it I never would’ve done it, I guess I would’ve let it slide”


“If I’d lived my life by what others were thinkin’, the heart inside me would’ve died”


“I was just too stubborn to ever be governed by enforced insanity”

I love that internal rhyme in that last line.

These lines just pile on top of each other, and drive us along in the whirlwind that the singer explores.   Indeed some of these lines are utterly classic Dylan, which makes is so sad that they exist on a song so few people know.

“I’ve only got me one good shirt left and it smells of stale perfume”

How many evocative images do you want in one line?

And then

“In fourteen months I’ve only smiled once and I didn’t do it consciously”

Yes, you could build whole novels around each of these lines.  But for me the key to the explanation of what the song is all about comes with the line

“The old Rounder in the iron mask slipped me the master key”

The old Rouder, I take to be, a person up to no good, the dissolute man, the wastrel.  In an iron mask, not showing his true self, pretending to be one thing while being another.  It is a term you often find in old blue grass music.

The woman of whom Dylan is singing is, I guess, higher class than he, and he’s unable to follow her – that is the rub.  So when she is tricked away by the Rounder, he can’t follow.

“Well, I watched you slowly disappear down into the officers’ club

I would’ve followed you in the door but I didn’t have a ticket stub”

So either she’s moved up in the world and he’s tagging along – or she was always from that world.  Maybe she was a film star, or something…  But he certainly wasn’t…

“Oh, the only decent thing I did when I worked as a postal clerk”

Was to haul your picture down off the wall near the cage where I used to work

Was I a fool or not to try to protect your identity?

You looked a little burned out, my friend, I thought it might be up to me”


Put another way, “I’m just a regular guy trying to help you – but if you go back to your old world, beware, because there are some tricky guys out there.”

“Well, I met somebody face to face and I had to remove my hat

She’s everything I need and love but I can’t be swayed by that”

The working man, doffing his cap.with the everyday philosophy of the man of the road.


We heard the Sermon on the Mount and I knew it was too complex

It didn’t amount to anything more than what the broken glass reflects

When you bite off more than you can chew you pay the penalty

Somebody’s got to tell the tale, I guess it must be up to me


As for the rest of the crew, the suspicion that they are the sophisticates, and the singer is just the postman comes with the names…

“Well, Dupree came in pimpin’ tonight to the Thunderbird Café”

There are, incidentally, Thunderbird Cafes everywhere

“So go on, boys, and play your hands, life is a pantomime

The ringleaders from the county seat say you don’t have all that much time

And the girl with me behind the shades, she ain’t my property

One of us has got to hit the road, I guess it must be up to me”

The ol Rounder will hit the road not the sophisticate

As the song ends we have the ultimate Dylan farewell – I don’t want to print those lines as I don’t want to spoil it for you if you haven’t yet heard the song..  It is “And if I pass this way again, you can rest assured” only with even greater feeling.

We touch these people and know a little of their lives… this is the short story form in literature transmuted into a popular song, and it is brilliant.

How could this recording have been made, and then just left?   For anyone else it would be the summit of a career.  For Dylan it is an out-take.

Index to all the songs reviewed.

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11 Responses to Up to Me

  1. Patrick Sludden says:

    How could this recording have been made, and then just left? For anyone else it would be the summit of a career. For Dylan it is an out-take. – See more at: http://bob-dylan.org.uk/archives/503#sthash.VUJLzNPh.dpuf

    My thoughts exactly Tony. Great review

  2. TonyAttwood says:

    Thanks Pat. And thanks for being such a supporter of this project

  3. Mike B DaltonMass says:

    This is the most underappriciated Dylan song ever recorded…
    Lyrics are true genius
    Every line has its own story

  4. Emily says:

    I was so happy when I saw you reviewed this song. It is such an under-appreciated gem. A little rough, but the roughness adds a patina. Everyone likes to see the human hand in art. Such a great song.

  5. Guy Liguili says:

    It’s my all-time outtake Dylan’s song.
    These song could be the master key of any album ever recorded since 1974 !

  6. Comet says:

    This is my favorite Bob Dylan song ever. I’ve been playing it when my 14-year-old is in the car, without comment, and I can tell she’s listening to every word.

  7. Shabtai Shacham says:

    One of Dylan’s most intriguing and enigmatic songs, yet even without getting the full meaning you can feel it is a great masterpiece.
    To me it expresses a complex range of feelings : loneliness, seclusion and isolation from one side, and superiority and pride from the other.
    Both artistically and in his personal life , if he would not have done everything by himself nothing significant would have been done, and nothing would have been achieved.
    From one side he is sorry and sad he did not have anyone to share the burden with, and from the other side he is proud of doing it all by himself.

  8. simon says:

    As an all lifer…. it is the only song, my only (16yr old) daughter is named out of… They usually ask “Dickens?” And i say even if it’s an E at the end in the worlds greatest song ever…no, you have the wrong Dickens…

    So in all the many times seen him, and a few with said namesake in tow… why does he never play it? anyone know? .. And anyone know how he can be blackmailed to do just that…Estelle wants to hear it out of Gods own mouth just maybe the once…

  9. K Dub says:

    What a rare gem. Great tempo, guitar, story, and on and on. So glad I found it on Biograph. Def in my Dylan top five. There’s another gem off of Good as I been to you. Arthur McBride. A traditional from Scotland mid 1800’s. Great story and his guitar is excellent.

  10. Victor Perry says:

    I have truly enjoyed this out take since Biograph was released on Vinyl.
    I think think “Blood on the Tracks” would have been even more amazing if “Lily Rosemary and the Jerk of Hearts’ had been replaced with this classic.

  11. Psul Walsh says:

    Great song. Should have replaced Idiot Wind on the album.

    This analysis doesn’t make much sense. Her picture was on the wall because she’s wanted, but she’s an upper-class person?

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