Dylan’s “It takes a lot to laugh, it takes a train to cry.” Over 50 years on.

By Tony Attwood

This was the second review I wrote of “It takes a lot to laugh”.   Indeed over time the song has had quite a few reviews and mentions here: there is an index at the end.

Returning to “It Takes a Lot to Laugh” some 47 years after it was recorded, it is extraordinary just how much power it packs, how much it moves me, how important it can still seem in my life, even though I haven’t played it for years.

And perhaps more than any other Dylan song, I am left with a sense of utter relief that it was this version that was put on Highway 61 and not an alternative version.  This is the recording of this song that I need.

Of course that is a personal reflection, but for me these feelings are important as I try to unravel what makes this such an extraordinarily successful piece of music.

Perhaps the first point to make is that it comes straight after “Tombstone Blues” which is frantic to the point of falling over itself – (which is a good enough reason on its own to have this version, rather than the alternative on the album.  Another more frantic piece at this point on Highway 61 would have had the album falling over itself in its own fury).

From the start of the version of “It Takes a Lot to Laugh” that we were given, everything is relaxed.   The line speaks of having been up all night –  we feel half tired already.

I guess this relaxation is part of what makes this so much more approachable than some other Dylan songs of the era.  Also  it is neither surrealist in its lyrical approach, nor is it a song of disdain.  It is a song of lilting joined up happiness.  Here there is no “useless and pointless knowledge”, no search for food, just the traveller on the train (or as I argue below, just a man looking out of his window, and thinking about the night train).

The opening of the piece, before Dylan starts to sing, is a trick Dylan used a number of times but is no less remarkable for all that.  Only a couple of bars, but the use of a favourite devise is still something that enthrals us.

It is such a simple idea.  The instruments coming in one after the other, acoustic guitar, drums, piano, electric guitar, each going in turn before we are off.  It is almost like the train pulling out of the station, and the journey begins.

Well, I ride on a mailtrain, baby, can’t buy a thrill
Well, I’ve been up all night, baby, leaning on the windowsill
Well, if I die on top of the hill
And if I don’t make it, you know my baby will

Those who have commented on the song’s meaning have generally focussed on the sexual imagery, taking the point that “if it die” is a sexual reference, as per Shakespeare.  Maybe it is – but it all seems a bit obscure to me.  One Shakespearean reference out of the blue, and nothing else?  Why?  And quite how does it all fit together with the other lines?

Besides which the meaning isn’t that clear.  The actual sexual use comes from the French, La petite mort, (the little death), which is the euphemism for orgasm and the post-orgasmic state.   But it can also mean spiritual release – the release from seeing a great work of art, or experiencing the beauty of nature.  It doesn’t have to be all about sex.

Thus it is just as easy to say that the singer is riding the mailtrain, wherein there is no bar, no service of coffee, no hookers, no nothing.  Through the whole journey the singer can’t sleep, and is just looking out of the window.  He thinks, looking at the endless landscape, if I were to die on this train, and there is no more of me, even so, my lover would still continue and make something of her life.

Meanwhile we should remember (and contrary to many commentaries) is not a blues.  It has neither the pounding rhythm, nor the sadness, nor the fundamental chord structure of the blues.   The descending bass line in “if I die on top of the hill” (G, F, E, D, making the chords G, G7, C, D) is pop, jazz and dance music, not blues.

Thus we can have a sexual song, or we can have an romantic taking his romance from staying awake on the mail train all night, and seeing the sun rise.

But there is a third alternative approach, which I rather like.   This takes the song to be primarily urban not rural.  After all one can more readily lean on a windowsill in one’s New York apartment than on a train.  The train image serves to contrast all night looking out of one’s window and all night looking out from the night train.

If we look at verse two…

Don’t the moon look good, mama, shining through the trees?
Don’t the brakeman look good, mama, flagging down the “Double E?”
Don’t the sun look good, goin’ down over the sea?

…we could get an interesting combination of rural and urban.  But Double E is a really interesting vision… (and I pick the word “vision” here most carefully)…

Double E locomotives were apparently the largest trains on American railways.  And “Double E” was occasionally used as a reference to something very large, in early American popular song.  But equally in New York I believe the trains were named with letters and numbers – as opposed to the London Underground where we have had names for lines (Victoria, Piccadilly, Northern, and so on).  I believe EE trains were local trains, and also known as “the Double E.”     Now there is a reason to think this might be the allusion here, since in “Visions of Johanna”  we get the reference to the D Train.

In which case “the moon looks good through the trees,” becomes an urban picture which can apply equally to the rural setting.  Urban and rural combine.  Both have their trains, both show us unlikely and unexpected beauty.

I’d also like to give a mention to the line, “Don’t my gal look fine when she’s coming after me?”   It can be a very macho-centric line – the man leads the lady follows.  But it need not be.  It could be the buzz everyone can get when the person he/she loves does something wonderful out of the blue.  That could be asking for a dance, helping pick up the pieces, or running to catch up.

I go for the New York mixed with rural scenes explanation for all this, because if you just listen to the piano playing throughout this recording, it is not fundamentally rural, it is town based.  It is the saloon, or the club.

And the last verse?

Now the wintertime is coming, the windows are filled with frost
I went to tell everybody but I could not get across
Well, I wanna be your lover, baby, I don’t wanna be your boss
Don’t say I never warned you, when your train gets lost

It’s winter, I can’t explain myself, I want to be equal with you in life, and…  none of us can ever fully explain what we want to say.  I have images of the city, images of the countryside.

The train is the metaphor for a journey through life.  And certainly the piano after the last verse tells us that the meaning is continuing – this is not a disconnect.  It doesn’t matter if it is a rural or urban ride, you can see beauty, you can get tired, you can be with your lover anywhere.

But if you want a wonderful new insight, just try this…



What else is on the site?

You’ll find an index to our latest posts arranged by themes and subjects on the home page.  You can also see details of our main sections on this site at the top of this page under the picture.

The index to the 500+ songs reviewed is now on a new page of its own.  You will find it here.  It contains links to reviews of every Dylan composition that we can find a recording of – if you know of anything we have missed please do write in.

We also now have a discussion group “Untold Dylan” on Facebook.  Just type the phrase “Untold Dylan” in, on your Facebook page or follow this link 

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. Relatively new comer to Dylan (I know, I know what kept me). I’ve gone from zero to 14 albums in a relatively short space of time. This (It takes a lot to laugh) is possibly, no it is, my favourite. Me I thought it was a nice train song using that as a metaphor for getting through life. But most importantly it has a great hook, a great groove and melody and I can play it on the guitar!

  2. The lyrics are inspired by an early recording by Dylan:

    “Don’t the sun look lonesome/
    Lord, Lord, Lord, on a grave yard fence/
    Don’t my baby look lonsesome when her head is bent/

    “Roll on John/
    Don’t you roll so slow/
    How you gonna roll/
    When the wind don’t blow?”
    (Roll On, John)

    “Don’t the sun look good/
    Going down over the sea/
    Don’t my gal look fine/
    When she’s comin’ after me?”
    (It Takes A Lot To Laugh)

  3. Dylan started out on burgandy (traditional folk music) but soon hit the harder stuff (romantic and modernist poetry mixed with rock and roll).

  4. i live by an old railway. still lots of old timers that used to work the rails. I played this song at an open mic and one old tar-stump told me that “dying on top of the hill” was railway jargon for the train giving out after going up a long incline.
    I think there is definitely some of that olde-timey renaissance imagery of “the little death” being alluded to but when i learned about the true meaning of that from that old railway man I realized it was a really beautiful poetic image that probably goes unnoticed. Perhaps the narrator is singing to his train. And if he don’t make it maybe his baby (the engine) will. It’s a beautifully ambiguous image that falls into that great tradition among north american bards to personify their vehicles as idealized females. There’s something of the troubadour tradition of courtly love in that.

  5. i always took this as a love song to america, of which the train is a metaphor.
    works for me.

  6. I always thought of this entire song as dripping in thinly veiled sexual metaphors:

    “Don’t the moon look good, mama, shining through the trees?
    Don’t the brakeman look good, mama, flagging down the “Double E?”
    Don’t the sun look good, goin’ down over the sea?”

    That’s about as a clear of a set of references to oral sex as one could safely make in the mid-1960s, I’d say. Brilliant stuff.

  7. on another level:
    He is on a mail train, delivering messages. He has a message to deliver not riding the train for a thrill.
    He is observing out the window, all night, to introspect and learn..if his message does not get through someone else will eventually get it through.

    What is the message: Everything is “good” – the moon in the trees, the brakeman, the sun, all is well at it’s basic source.

    Last verse: since his message did not seem to get through, it will be “winter” and the windows that we “see” through will be opaque with frost. He did not want to deliver the original message as an authority but rather as one of love. And, well, he tried, so don’t blame him when whatever train you are on gets lost.

  8. It takes work to be happy and not fall into a rut. He doesn’t want the responsibility of doing that work for his girl.

  9. relatively straight-ahead blues song for this album. the main melody is appropriated from buddy Eric Von Schmidt’s first album The Folk Blues Of EVS (1964) and seems a holdover from Another Side period, D. between steady gals after Suze bust-up. Sly couplet “If I don’t make it/ you know my baby will” gives away D.’s vulnerability per relationships; other sly couplet “But don’t my gal look fine/ when shes comin after me” indicates he can be a bit of a tease and manipulative, prefers the “role reversal” of being chased rather than vice verse.

  10. What does the title mean? It takes a lot to laugh? This could mean that he feels overwhelmed by negativity. It takes a train to cry? This could mean that you can become desensitized to all the negativity. Since the song has a lot of train references, this is a connection between the title and the lyrics. Obscure, yes.

  11. They are on different trains, he and his gal. He thinks her train will get lost; the sun is setting, the moon is shining through the trees, these are symbols that do not bode well. Winter is coming for both. He doesn’t know if he’s going to make it without her. What he knows is that she looked good coming after him, it’s a hint that she should have been on the same train as him. A little note, if she listens to this song. He’s on a mail train, she can write to him.

  12. Edit: The title, ‘It takes a lot to laugh, a train to cry’, refers to the biblical figure Lot, Genesis 19. Lot was ridiculed, he was laughed at, because he wanted to leave Sodom.

Leave a Reply

Your email address will not be published. Required fields are marked *