Under your spell: one of Bob Dylan’s stranger collaborations

By Tony Attwood

Under your spell, written for Knocked out Loaded, and indeed containing the phrase “Knocked out and loaded” is most certainly a very strange song and indeed is one which Dylan has never played in public.

It was co-written with Carole Bayer Sager, herself no mean songwriter, and based around a track that Dylan supposedly recorded without any lyrics in November 1985, which is why I include it as the final composition of that strange year.  (Strange for Dylan that is, not strange generally).

But as I say there were no lyrics at this time, and so they must have been added later, either by Ms Sager herself or by the two of them, perhaps with Ms Sager writing some and then Dylan writing some.  (More on this in a moment).

Certainly by this time we had had a number of songs that Dylan had created and then passed on with a seemingly imperious flourish as if to say, “see if you can do something with this!”  That is in effect the central story of 1985.

But what hauls us back from this analysis are lines like

Well the desert is hot, the mountain is cursed
Pray that I don’t die of thirst
Baby, two feet from the well

which surely is pure Dylan at his most obscure.

And then there is the construction.  In the classic pop song you get a verse of maybe three, four, six or eight lines, followed by a second verse, followed by a middle 8 (which is a short section using different chords and a different melody), followed by another verse.

In short, it goes

Verse, verse, middle 8, verse.  Or A A B A as musicians are wont to put it.

But not here.  What you get is

Verse, verse, verse, verse, verse, verse, middle 8, verse, verse, verse.

There are also a few breaks of varying lengths thrown in from time to time.  And the last word of the third line of each verse rhymes with all the other last lines.  It is a most unusual structure.

Now of course there is nothing wrong with being unusual, but people like me often want to know why, and for the life of me I can’t really tell, although I am about to make a guess.

As for the meaning… he’s out of it either physically or mentally or both, he knows she needs help but he’s in a mess… but then, well I don’t really know what happens after that.

So it is an impressionist song about worlds falling apart, about people trying to make good from a mess.  But really what are we to make of

I’ll see you later when I’m not so out of my head
Maybe next time I’ll let the dead bury the dead
Baby, what more can I tell?

I have no idea.

And all of this is before we get to the music.  The melody sounds very Dylan, but the chord sequence is most unusual for our man.  And yet the story he tells is that he was there at the writing of the music, which was a chord sequence out of which a melody emerged.

OK maybe so, but if I could find a way of resolving the issue I would happily put a bet on the fact that Dylan didn’t write this chord sequence by himself.

The verse runs

A   E+   F#m   Dsus4   D   Dm   A

Even if that is all gobbledegook to you, you might well recognise that we haven’t had E+ before as a chord, and there haven’t been too many Dsus4 chords around either.   (In case you are interested the chord of E contains the notes E, G# and B.   The chord of E+ (usually said as “E augmented”) contains E, G# and technically B#, but B# is the same note as C so we could say E, G# and C).

Thus where I have got to is that it sounds to me as if Dylan wrote at least some of the lyrics and Carole Bayer Sager wrote the music, except that Dylan suggests he wrote the music.

Maybe we should try one other option: that Ms Sager wrote some of the lyrics, and Dylan, having a bit of fun, put in bits around it.  Dylan wrote the chord sequence, and one of the band added the augmentation to the E.

So we could imagine that the good lady wrote a song that went

I will be back, I will survive
You’ll never get rid of me as long as you’re alive
Baby, can’t you tell

Well it’s four in the morning by the sound of the birds
I’m starin’ at your picture, I’m hearin’ your words
Baby, they ring in my head like a bell

Everywhere you go it’s enough to break hearts
Someone always gets hurt, a fire always starts
You were too hot to handle, you were breaking every vow
I trusted you baby, you can trust me now

Turn back baby, wipe your eye
Don’t think I’m leaving here without a kiss goodbye
Baby, is there anything left to tell?

That’s a nice classic A A B A structure and it sort of makes sense.   And Dylan then had a bit of a lark by adding those extra verses at the start and the end.

OK, maybe not, but really, you’re guess is as good as mine.

But what of Carol Bayer Sager?  She co-wrote with Toni Wine (herself a songwriter of note) “A groovy kind of love” which everyone of a certain age in Britain will know and which I am reliably informed was also a hit the the US.  Actually it was also later a hit again for Phil Collins, but I digress.

She wrote lots of hits, wrote lots of soundtracks including that to “Arthur”, had a platinum album and eventually married Burt Bacharach with whom she wrote “That’s what friends are for” for which they won a Grammy, and later (after a divorce I am sure) married Robert Daly (who was chairman of Warner Brothers).

There is much much more to her career, including being on the Hollywood Walk of Fame and in the Songwriters Hall of Fame – but this composition with Dylan remains a profound oddity which I am struggling to resolve.  Certainly the co-writing with Dylan doesn’t even get a mention on the Wiki article about Ms Sager so presumably her fans who created the page didn’t rate it.  (And yes, I knew some of the stuff about her before I got to Wiki, but I was just checking the facts – honest).

The Discussion Group

We now have a discussion group “Untold Dylan” on Facebook.  Just type the phrase in, on your Facebook page Untold Dylan or go to https://www.facebook.com/groups/254617038225146/

The Chronology Files

There are reviews of Dylan’s compositions from all parts of his life, up to the most recent writings, but of late I have been trying to put these into chronological order, and fill in the gaps as I work.

All the songs reviewed on this site are also listed on the home page in alphabetical order – just scroll down a bit.




  1. I enjoy reading your posts Tony. I see you are going through Dylan’s writings in groups and have just gone through Dylan’s writings through 1985 to ’86 which produced Empire and Knocked Out – I love Empire and do not understand why this period gets such a bum rap. But I Found these unreleased recordings from that period on ‘After The Empire’ And was wondering if you know the history of these recordings.
    The tracks are –
    01 – Baby Coming Back From The Dead
    02 – Nothing Here Worth Dying For
    03 – Won’t Go Back ‘Till They Call Me Back Again
    04 – Let Me Come Baby
    05 – Bring It Home To Me
    06 – I’m Ready For Love
    07 – 26 Storeys High
    08 – You Can Have Her (I)
    09 – My Sweet Baby (Round and Around)
    10 – Find Me
    11 – Right Hand Road Blues
    15 – That’s All

  2. Dylan is not being obscure here; the drifter, the wandering Jew, does not to be snared by what Nietzschez called the Christain ‘slave morality” –
    waiting for the afterlife to be happy – after Moses goes to the trouble of leading them out of slavery.

    Jesus gives the Samaritan woman spiritual water to drink at the well, but Dylan, under a similar spell, can only hope he’s making the right decision by not partaking of the water:

    “Pray that I don’t die of thirst/
    Baby, two feet from the well.”
    (Dylan: under Your Spell)

    Jesus also tells those wanting to follow him that
    there is no time to waste: “Let the dead bury their own dead, but you go and proclaim the Kingdom of God.”
    That is, the spiritually dead need Jesus now to show them the road to a supernatural Heaven, but Dylan decides he can wait:
    “I’ll see you later when I’m not so out of my head/
    Maybe next time I’ll let the dead bury the dead”.

    Post Modern irony of the highest order. The artist in Dylan comes back to his senses, and runs.

    As Dylan sings of Jesus in Scarlet Town:
    “I touched the garment, but the hem was torn/
    In Scarlet Town, where I was born”

    Everything is torn; everything is broken.

  3. Nor is “Well, the desert is hot, the mountain is cursed” obscure as it was on Mont Neb that Moses got to see the Promised Land from afar before he died after having led the Jews across the desert from slavery in Egypt.
    Heading for Israel, not some Heaven in the clouds.

    On a personal level the song is about the search for earthly love “caught between heaven and hell”, not the make-believe kind.

    The album is under-rated by those who are not aware of allusions and references therein.

  4. What we have here is a masterpiece of juxtapositional multi-perspective Dada Art in song
    that includes a reference to:
    “Rocky Racoon fell back in his room only to find Gideon’s Bible”(Beatles: Rocky Racoon

    Gideon personified:
    “It’s been nice seeing you, you read me like a book/
    If you ever want to reach me, you know where to reach me/
    You know where to look/
    Baby, I’ll be at the same hotel”

  5. “Went to see the gypsy/
    Staying in a big hotel/
    He smiled when he saw me coming/
    And he said, “well, well, well,”
    (Dylan: Went To See The Gypsy)

    Post-modern songwriting, art for art sake as its motto, is what Dylan demonstrates in ‘Under Your
    Spell” with its wonderous fragmented associations to other artists and works of art: for example, Elvis and Gideon, deep wells of inspirational sources.

    “Danny Boy, this is a showdown” (Rocky Raccoon)
    even shows up later in another Dylan song:

    “They sang ‘Danny Boy’ at his funeral and the
    Lord’s Prayer”.
    (Dylan: Foot Of Pride)

    Is there anything else left to tell?

  6. Christopher Ricks in “Bob Dylan: Visions of Sin”
    demonstrates that many of Dylan’s songs deal with the dual oppositions of envy/kindness; gluttony; temperance; greed/charity; pride/humility; sloth/ diligence; wrath; patience.

    His taking the ideas of the ‘deconstructionism’ into consideration, with roots in the works of Blake and Nietzsche (that words have no complete meaning in and of themselves because each is defined in terms of the other), deliberately-imposed ambiguity has become the hallmark of many of Dylan’s lyrics: confusion is reality – irony and absurd humour the result.

  7. Some view deconstructionists as believing one should not go outside the lyrics of a particular song in search of the albeit unattainable central meaning of the piece, but what of the author’s works as a whole, one might ask?
    That the fact that Elvis, known in some quarters as ‘The Gypsy” sings both ‘Danny Boy” and ‘The Lord’s Prayer’ matter in such a relative Einsteinian dimensions, or is
    the listener/reader simply taking his boat out too far from the golden shore?

  8. In a way, I was looking forward to an article such as this from „Untold Dylan“, dealing with one of my top favourite songs („Dirge“ is also another, but for other reasons). Thanks, Tony, that it has come up today. Needless to say, I‘m in agreement to a large extent with your chain of analytical thoughts, without much ado about the verse constructions (which is rather your métier). As for the co-writing credits, Ms Bayer-Sager‘s contribution must‘ve been that she was with Dylan at the time of need for both to go through some „dylanesque inspiration or experience“, which is always rewarding ! Hence Knocked Down and Loaded.

  9. Carole Bayer Sager wrote in her memoir about writing the lyrics with Dylan. The idea to collaborate was floated by a friend of Carole’s who was dating Dylan. Carole met Dylan at his Malibu place. He had the melody. She offered many lyric suggestions and about four of her lines ended up in the song. A number of times she would offer a line, and Dylan would use one word and change the rest. She later called Dylan and said she didn’t feel it was fair to share full writing credit for the song. He said he would not have written the song if she had not shown up to help, and offered to split the lyric credit 50-50 which she was happy with.

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