“Where were you last night?” by Bob Dylan. The meaning behind the lyrics and the music

Updated July 2016

By Tony Attwood

The songs on the Traveling Wilburys albums are credited to the band as a whole rather than individual artists, but it is clear that this track from Volume 3 is a Dylan composition with some help from Tom Petty.

It is a simple love song, with an unusual chord structure – after the first 8 bars there are a couple of unexpected minor chords which really makes the listener jump back.

There’s also a bit of the sloppiness in the lyrics that were typical of Dylan at this time – rhyming “week” with “tree” really won’t do (although I have seen it written as “creek” – which rhymes but is out of context.)

But what makes this work is the melody – only occasionally one of Dylan’s strong points -combining in a perfect way with the lyrics, and mixing with that irresistible bass line.

What did you do, who did you see?

Were you with someone who reminded you of me?

It is not just a lost love song – there is the twist – “who reminded you of me” is one of the most curious lines from type of song.

The purists tend to dismiss these albums as being quite unnecessary, but there is fun and laughter here, and there’s nothing wrong with that.

You weren’t waiting where you said

You sent someone in your place instead.

That’s the twist. What on earth is going on?

The stories behind the albums seem to centre around everyone throwing lines and ideas in, and Bob Dylan popping in occasionally.  Heylin also makes the point that Dylan recorded everything before letting the rest of the band get on with it.  Maybe all that is so, but this song hardly feels like that at all.  

Yes it is a pop song, with no deep or profound meaning but it works perfectly in the genre for which it is made.  The confusion within the song fits perfectly with the “where were you” notion, and the bounce and life and indeed sheer vivacity within the piece adds to the notion that the singer is searching here there and everywhere

But it is a pop song with twists.  Take the chords for example.  The first line runs

D G Gm D A D

Then we get a C minor included, and later in the middle 8 we have a modulation to E major.  Unexpected or what?

Maybe like many other great works of art it was just knocked off in a few minutes, but that doesn’t detract from what it is.  A really great piece of pop music.

If you have never heard the song, do try it.  It is fun.


  1. It’s pretty obviously “Where were you last week? Were you up a creek?” and not out of context at all. “Up Shit’s creek” is a pretty common expression.

  2. “Up a creek (without a paddle)” and “up a tree’ both mean ‘in trouble’.

  3. Dylan’s not being ‘careless’ – ‘week’ and ‘tree’ be assonance instead of rhyme to deliberately brake the pattern

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