The Levee’s Gonna Break: the meaning of the music and the lyrics

By Tony Attwood

At one level “The Levee’s Gonna Break” is simple.  It is based on “When the Levee Breaks” by Kansas Joe McCoy and Memphis Minnie.  It is a straight 12 bar blues in B flat without any variations – even the instrumental verses follow the theme.   Dylan has a guitar play a two note signature when he’s not singing (D flat to B flat) which is quite attractive, although must have been the most boring part ever to play.   “Here’s your part mate – just play these two notes 32 times.  OK?”

And we get a bit of Ovid too.  “Some people got barely enough skin to cover their bones” probably comes from Ovid’s Tristia, Book 4: “there’s barely enough skin to cover my bones.”

So we know the musical origin, and we know the historical origin – the Great Mississippi Flood of 1927. – the most destructive river flood in the history of the United States. 27,000 square miles inundated up to a depth of 30 feet.  It was the cause of a significant migration of Afro Americans for the Mississippi to the industrial north.   The Early Roman Kings of the next album were probably the grandchildren of the victims of the 1927 flood.

The river broke the levees in 145 places, and more than double the water volume of the Niagara Falls came over.   Arkansas, Illinois, Kentucky, Louisiana, Mississippi, Missouri, Tennessee, Texas, Oklahoma and Kansas were all affected.  The river ultimately was 60 miles wide for a time.

In terms of the lyrics, as far as I can tell Dylan only uses two lines from  the original

If it keeps on rainin’ levee’s goin’ to break.


I worked on the levee mama both night and day

The rest is his, and it is a fairly standard blues theme – the guy loves the woman, and will give her everything but she can’t be trusted and she goes off and leaves him, even though he is promising her a better future.

We can also see that the singer has been released…

I paid my time and now I’m as good as new
They can’t take me back, not unless I want them to

And he is ready to move on: “Riches and salvation can be waiting behind the next bend in the road”.

But that’s not enough for the woman.

I picked you up from the gutter and this is the thanks I get
You say you want me to quit ya, I told you no, not just yet

But he’s not berating her… she is all he wants…

I look in your eyes, I see nobody other than me
I see all that I am and all I hope to be


When I’m with you I forget I was ever blue
Without you there’s no meaning in anything I do

So while some people are struggling  (“Some people got barely enough skin to cover their bones”) he’s doing fine…

Put on your cat clothes, Mama, put on your evening dress
A few more years of hard work then there’ll be a thousand years of happiness

This is the strange dichotomy of this song – the mixture of the song about failing love in which the woman is seemingly walking away, and the man saying hey, I’ve made it, or at least I’m nearly there.  But then suddenly we get the feeling that he’s a looter – the lowest of the low.

Plenty of cheap stuff out there still around that you take

And we then get the butter and eggs line:

I woke up this morning, butter and eggs in my bed

which being a refined English gentleman of a certain age I had to look up.  The “Dictionary of Sexual Language and Imagery in Shakespearean and Stuart Literature” by Gordon Williams told me all I needed to know.  You can guess.

Come back, baby, say we never more will part

sings Dylan, so presumably she’s off, and he’s left, and we finish  with the line

Some people still sleepin’, some people are wide awake

It is a curious mish-mash of a set of lyrics, but as a song, when you are not paying too much attention to why the lyrics say, it works fine.   Quite honestly, all I can say is I have tried to trace the lyrics through, but I am really not too sure what bits of it really mean.  Just sit back and enjoy it.  Or alternatively, pick up your guitar and play.

You might also enjoy: 

What else is on the site

  • 1: Over 400 reviews of Dylan songs.  There is an index to these in alphabetical order on the home page, and an index to the songs in the order they were written in the Chronology Pages.
  • 2: The Chronology.  We’ve taken all the songs we can find recordings of and put them in the order they were written (as far as possible) not in the order they appeared on albums.  The chronology is more or less complete and is now linked to all the reviews on the site.  We have also recently started to produce overviews of Dylan’s work year by year.     The index to the chronologies is here.
  • 3: Bob Dylan’s themes.  We publish a wide range of articles about Bob Dylan and his compositions.  There is an index here.  A second index lists the articles under the poets and poetic themes cited – you can find that here.
  • 4:   The Discussion Group    We now have a discussion group “Untold Dylan” on Facebook.  Just type the phrase “Untold Dylan” in, on your Facebook page or follow this link 
  • 5:  Bob Dylan’s creativity.   We’re fascinated in taking the study of Dylan’s creative approach further.  The index is in Dylan’s Creativity.
  • 6: You might also like: A classification of Bob Dylan’s songs and partial Index to Dylan’s Best Opening Lines

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. No credit on the album to the original songwriters. Public domain or Dylan ripoff. Maybe royalties were paid to artist or the estate. Hope so.

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