Mama you’ve been on my mind. The meaning of the lyrics and the music

If ever there is a Dylan song in which, to understand it, you need to listen to the music not just the lyrics, this is it.

If we go back to the version on Bootleg Series volumes 1 to 3 (disk 2 track 4, recorded 6 September 1964) what we find is a plaintive song with endless unexpected chord changes (sometimes catching us out by coming half a beat to early or late).  But it is none of this that causes us to stop and think “what?”

It is the musical structure which gives us two four bar phrases in standard 4/4, but with a bar (in the first verse) in 3/4  time.  Even if we are ready, the next verse throws us out again, because that interrupting half-way house bar is reduced to a beat.  By the third verse it has become a complete 4/4 bar.

So it goes on with the timing of the piece becoming ever vaguer and more and more unexpected.

What aids these curious rhythmic changes is the fact that the lines of the verses over run, cut short, change… there is in fact no rhythmic constancy.  Conventionally the lyrics are written (depending of course on the version you are listening to) as

Perhaps it’s the colour of the sun cut flat
An’ cov’rin’ the crossroads I’m standing at
Or maybe it’s the weather or something like that
But mama, you been on my mind

But equally we could have

Perhaps it’s the colour of the sun cut flat An’ cov’rin’
the crossroads I’m standing at
Or maybe it’s the weather or something like that
But mama, you been on my mind

Or in the second verse

I don’t mean trouble, please don’t put me down or get upset
I am not pleadin’ or sayin’, “I can’t forget”
I do not walk the floor bowed down an’ bent, but yet
Mama, you been on my mind

could actually be

I don’t mean trouble, please don’t put me down or get upset
I am not pleadin’ 
or sayin’, “I can’t forget”
I do not walk the floor bowed down an’ bent, but yet
Mama, you been on my mind 

However we play with them, the words express the mixed up feelings that we can all get at the end of a love affair, where the narrow thoughts are eating us up, but we are trying to deny it is happening.   We desperately want to get out of conventional angst (that was very much the thinking of the 1960s – we don’t have to think like our forefathers) – but he knows that this is not really true – he’s just “pretending not that I don’t know”.

And the ending is so powerful that it takes us several hearings of the song to get this right…

I’d just be curious to know if you can see yourself as clear
As someone who has had you on his mind

Can you see yourself as clearly as I can see you?  Now, there’s a thought and a half.  Utterly simple, utterly complex.

What we have here is a piece in which the music follows the words, but the words endlessly tumble over an the music is trying to catch up, until by the end the words follow the music.  Words can get extended in different versions as in the final verse in the second line suddenly the “I” in “I won’t be near” is curiously given an extra beat and a half in some versions – but not others.

Of course this works in the early recordings because it is Dylan on his own – you can’t so easily do this with a rock band, or even if singing a duet.  And so as time has gone by the song has become fixed into set rhythms, although Dylan’s own performance with John Baez retains some of the rhythmic oddities, but in the end it loses all the subtleties.  If you want this song as it was intended you have to have a solo version.

And maybe it is because the song can exist in so many different versions that we never had a version of it on the early albums.  Certainly the song was intended to perhaps for Times They Are a Changing or Another Side of Bob Dylan but came out on neither, and we had to wait for the live versions, and the Bootleg series.

So this is a song whose rhythm we can’t hold down, and indeed nor can we with the chords – version after version of the song has been recorded with different chords, and of course different feelings.

And maybe this is the mark of a great, great song – because it can be reinvented so many, many times. If you want to explore the depth of it try this utterly magnificent version by Jeff Buckley  Somehow he keeps the hint of the rhythmic uncertainty through the different length of the lines – no where else can I find a way of expressing the pain of the singer to the songwriter.  When I hear this I feel I am in the empty room with him.  And the room is still empty.

And if you think less of the Buckley version than I do, please stay with it, until that last verse.      For me, it is the definitive verse of the definitive version.

Contrast this (if you dare) with Rod Stewart’s version on the “Reason to Believe” album, which works in a Rod Stewart sort of way, but utterly, utterly fails with the twiddly instrumental cover for the pauses that some idiot somewhere decided to put in.  They mean nothing, have no relation to the song, and destroy what could have been an entertaining version of the piece.

But the fact that you can have so many different versions shows what a song this is.

So magnificent is this song that you don’t need to know the origins of the lyrics, but for completeness, let’s record the fact that it is the breakup with his girlfriend Suze Rotolo (or at least that is what the commentators say) that led to the song.

According to Heylin the song goes with Ballad in Plain D and Ramona – and maybe it does.  But the notion of Oliver Trager which suggests this is a “straightforward love song of separation and yearning” is to miss the point.  That is the start, but not the end.  For this verse…

I am not askin’ you to say words like “yes” or “no”
Please understand me, I got no place for you t’ go
I’m just breathin’ to myself, pretendin’ not that I don’t know
Mama, you been on my mind

really takes us somewhere else.  The lyrics and the music are equally confused, and that is what makes this so wonderful, and why the song loses its flavour when sung as a duet where it is harder to get the time changes together for both musicians.

The chord and rhythmic changes verse by verse are the musical representation of “Pretendin’ not that I don’t know”.   That is why it all works so perfectly in the earliest versions.

“Pretendin’ not that I don’t know”.  You work it out.

Index to all the songs



  1. I first heard Joan biez sing this song when I was 15 or so. It was very beautiful and brings back the ambience of that time. I was always in love 24/7 and so it was with this song

  2. Thank you for this.

    As a young guy in my early teens, I learned this song from the Judy Collins version on her Fifth Album as someone else posted. The song is very fresh with great guitar work. I had never heard Dylan doing it until the other day.

    It’s another example of a Dylan song that someone makes better.

    But, this morning I played the song again after so many years, and asked myself, what is this song all about? Then found your article.

    I think from my perspective it’s a story about an uncommitted guy to love someone who has loved him. The kind of addictive relationship women get into…and then try to get out of, but then the guy comes back out of the wood work and you fall for him again.

    The line, “It don’t matter who you’re waking with tomorrow.” (Judy sings it, “where you waking tomorrow.” Leaves you cold, until you think he’s now talking to someone he loves, but knows he could never commit too.

    “I am not asking you to say words like yes and no, please understand me, I’ve got no place for you to go. I’m just breathing to myself, pretending not that I don’t know, but baby you’ve been on my mind.”

    Very cold, very cold, but as a young man singing this, and again now… it describes me. Sometimes we are selfish in love, and we hate to admit it. Sometimes we hurt the people who love us, and we know it inside, (“Pretending not that I don’t know.”)

    Beautiful song that I’ve decided to resurrect and play again in public. I will try to recreate the Judy Collins guitar work, because I think it’s still sounds great.

  3. Well I love many Dylan songs but I have never heard one done by him that wasn’t done better by someone else. I just can’t abide his voice and instrumentals. In this case, my favorite version is actually by Linda Ronstadt, dating back to about 1970. She levels out most of the idiosyncratic timings discussed by others so perhaps that loses something for some people, but her voice can compensate for just about anything, and so it is my favorite version.
    While I can see the interpretation of the lyrics others find, to me it means something very different. To me it is about a man and a woman. The man cares deeply for the woman but not in a romantic way. But he still finds her on his mind and in his life despite not worrying about the usual romantic entanglements, to wit: ‘it don’t even matter who you’re wakin’ with tomorrow’.
    It’s OK to love someone in this way. In fact, it’s safer, if less fulfilling.

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