Tell Ol’ Bill: Dylan digs deep into the song’s origins to create a brilliant film song

By Tony Attwood

This review has been revised multiple times since it was first published.  This update 6 July 2019.   Copies of outtakes from the Tell Ol Bill sessions appear and vanish – if the ones listed are not on line any more, just go a-searching.  There are probably some still out there.

Having written Love and Theft in 2001, Dylan contented himself with just three songs in the next four years: all written for movies.

The first, “Cross the Green Mountain” musically returned to Dylan’s approach of the late 1960s.  The film “Gods and Generals” lost 10 million dollars for Ted Turner’s company.

The final song in the short sequence Can’t escape from you was for a film that was never made.   In between came Tell Ol Bill – a song I rate as one of Dylan’s two greatest works of all time.

The movie that Tell Ol Bill was made for is “North Country” which the New York Times called “an old-fashioned liberal weepie about truth and justice.”   Like Green Mountain it lost money, but it’s losses in terms of film production were modest, and it was fairly highly acclaimed, getting a 63% approval rating as opposed to an 8% approval rating for “Gods and Generals”.

One version of the song by Dylan was released, but since then a series of different recordings undertaken in the studio have emerged in which Dylan tries out a variety of changes to the song – including (quite unusually in musical terms) moving it completely from being in a major key to a minor key – just as we approach the final version, that is provided on the album.

The versions of these earlier recordings have now been removed from the internet but I can say that to my ear there are several that just don’t work at all.  But gradually Dylan moves towards the masterpiece that we have come to know.

In some of these earlier versions the emphasis of the song seems to move from the balance between the character in the story and the environment, to emphasising only the man.  It is as that balance is achieved that the song reaches the level of being an utter masterpiece which is, to my mind “Take 9”

And then having done that Bob changed it totally

Now my point is that although the words are virtually identical, this is a totally different song, and as such as new meanings.   Or to put it another way the meaning does not come just from the lyrics – it comes from the way the music is performed.

And to make the point ever more strongly, trying this

So now let’s go back to the origins…

Tell Old Bill appeared in a compendium of American folk songs by Carl Sandburg’s compendium of American folksongs from 1927 which does indeed open with the lines Tell Old Bill when he gets home/Leave them downtown gals alone.

You can hear a version here:

Not at all the same as with Dylan of course – except the opening seven words.  But Dylan did record the Sanburg collected song for Self Portrait, (although it wasn’t included) so it clearly has always been on his mind.

The song is said to be derived from the Georgia Sea Islands – but sadly for me in terms of American folk music once we get beyond the music of the Appalachians (which itself was derived from English, Irish and Scottish traditional music, mixed with the Afro-American early blues), I’m completely out of my depth.  So Georgia Sea Islands music – sorry I really can’t help.

However there is a second source for this song: the Carter Family song “I never loved but one”  which has the chorus

I look around but cannot trace
One welcome word or smiling face
In gazing crowds I am alone
Because I never loved but one

So there we seem to have the two moments that started out the journey to what we now know as the Dylan song Tell ol’ Bill.    If you want to trace this further you will need the CD of the all the out takes of Dylan’s recording of the song noted above.  But do start with the Carter Family original, then listen to the album of outtakes, and notice the moment when the song moves dramatically from a major key piece into a minor key piece, and there you have the total evolution.

Oh and there is one more bit I missed in my very first review of the song: a reference to Edgar Allen Poe’s “To one in paradise” …   (This Dylan guy don’t half do a lot of reading from a whole variety of sources!)

For, alas! alas! with me
The light of Life is o’er!
No more—no more—no more—
(Such language holds the solemn sea
To the sands upon the shore)
Shall bloom the thunder-blasted tree,
Or the stricken eagle soar!

Thunder blasted tree indeed.

But leaving aside all the musical and poetic origins the moment one hears Tell Ol’ Bill it seems to relate directly to Things Have Changed.  It is of isolation, one last idea to try.   Yes, there’s a different speed to the piece, but the whole feel of the music is similar.

There’s that misty, removed feeling in the lyrics, and very similar orchestration.   The number of chords used is limited (although Tell Ol’ Bill is in a minor key – to which it was changed around take five – while Things have Changed is in the more conventional major), but more than anything it is the feeling generated.  The feeling  through the arrangement on the Tell Tale Signs album, the feeling through the lyrics…  there is a world out there that is not quite making sense.

So wonderful is this piece at creating an image that this track alone would make Tell Tale Signs worth buying (although of course you also get Mississippi, which is also worth the cost of the whole album on its own).

Songs in minor keys usually have a sad, negative feel, yet this song bounces along.   The singer hardly has a penny to his name, but at the same time the river is whispering.  This is Dylan’s genius – to make a song of strangeness in a minor key bounce along, taking us all the way through to the line, “Anything is worth a try.”  These are reflections back to the notion of the traveller – so often a theme in Dylan, but here the traveller not of the Restless Farewell but of having reached the end of the line.

In the chordal accompaniment to the recording (which is uniquely for Dylan in B flat minor) there is that endlessly rocking G-flat major / F major interchange to introduce each line, which emphasises the opening, and which makes the whole thing rock along (Dylan himself on piano).  Yes, maybe the singer is near death (“the heavens have never seemed so near”) but this is nothing like “Not Dark Yet” – this is a man ok with his coming end.  He is running towards it, because anything is worth a try.

Thus throughout the song we have the contrasts – the rocking rhythm, the dry but well attuned voice, and these images of nameless places.

And it is only as we progress that we see there is a woman involved

You trampled on me as you passed, Left the coldest kiss upon my brow, All my doubts and fears have gone at last, I’ve nothing more to tell you now.

And it is that realisation that takes us forward:

I lay awake at night with troubled dreams

The enemy is at the gate.It is in fact a world gone wrong – a world that Dylan might have witnessed from the car in the video of “Times have changed” – a world where nothing is right, and everything is warped and twisted…

Tell Ol’ Bill when he comes home, Anything is worth a try, Tell him that I’m not alone, That the hour has come to do or die.

A composite piece taken from many different sources and inspirations, but most certainly still, an utter masterpiece.

What 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


  1. While your review is interesting, your ear is mistaken==”Things have changed” is also in a minor key–Gm to be specific. The chord changes are similar, but not identical to “Tell old Bill”.

  2. tell ol bill is a wonderful song but i see different pictures than you. i see the post-civil war man from other songs wandering back home but home can never be the same. i am not sure if the icy kiss on his brow is from a woman, a fellow soldier, a child, or just a figment of his imagination. it is night time, times are tough, he is broke, the ground is hard and its cold. its winter. the iron clouds above dump snowflakes in his hair. what a truly amazing image. and what about the piano? why not mention that? that is what makes this piece what it is. the piano is what keeps the whole thing grounded and keeps the wooden floorboards underfoot and keeps the drafts coming in the busted windows. the piano keeps bobs boots on when he crashes in that heavy bed. tired of life but hopeful for one more round.

  3. Well, I don’t have a clue about keys and such.

    I only agree that this is a masterpiece – I just wonder how did I miss this for so long!

    and about the singing, I can only think about his line…
    “Nobody can sing the blues like… Bob Dylan”

  4. This is about depression, the man is down and out from getting beat up by his life

  5. I could change the last verse to the following and it would be a verbal abuse song… This guy is trapped and there is no way out.

    The evening sun is sinking low,
    The woods are dark, the town is too.
    She’ll drag you down, she’ll run the show.
    She will lash you black and blue.
    Tell ol’ Jill when she comes home:
    Anything is worth a try.
    Tell her that I’m not yet gone,
    That the hour has come to do or die.
    All the world I would defy,
    Let me make it plane as day.
    I look at you now and I sigh,
    How could it be any other way?

  6. Dylan, under the black Existentialist cloud hanging over modenist thinking, fights with the Transendalist Romantic poets in the captain’s tower:

    The tempest struggles in thd air/
    And to myself alone I sing.

    (I celebrate myself and sing myself/
    ….For every atom belonging to me belongs to you:
    Walt Whitman)

    The woods are dark, the town is too.

    (The woods are lovely dark and deep: Robert Frost)

    Not so much with John Keats, however: “You trampled on me as you passed”…the Belle Dame Sans Merci….
    once again.

  7. “I see a lily on thy brow” (Keats)

    “Left the coldest kiss upon thy brow” (Dylan)

    The dark side of Romanticism that turnes into modernist Existentialist poetry.

    And in the alleyway awaits Ol’ Bill Shakespeare in his pointed shoes and bells who penned ‘The Tempest,”

  8. * Sorry…not “thy” but “my brow” writes Dylan….Won’t you come home, Bill Shakespeare/
    Won’t you come home?

  9. thanks for the research, this was great to read, especially the parts about what songs he used as jumping off point.

    While I agree with you about the women appearing in the song, I also wonder about the verse “Tell me straight out if you will
    Why must you torture me within?
    Why must you come down off of your high hill?
    Throw my fate to the clouds and wind”

    To me this sounds like a conversation with a deity, with God, and I guess I’m taking it a bit to literally but when I hear “high hill” and fate to the clouds and wind” I think of the greek gods, Zeus specifically when I hear these lines. Also, “left the coldest kiss upon my brow as you passed” could be a woman but its also most certainly a reference to Judas’ kissing Jesus. (Although of course Dylan has always disguised relationships with women under the mask of religion (sweetheart like you)).

    Another thing: The overall story, sound, and words always remind me of the Truffaut film ‘Shoot The Piano Player’,one of Dylan’s favorite films, and a film about a man who can’t catch a break.

  10. Well, I came here looking for Dylan’s tribute to the old Tell Old Bill negro folk song. Well it’s pretty well disguised anyway, but I don’t doubt for a moment this song is quite good. Takes a few listens don’t you know.

    Anyway if you’re looking for ‘Tell Old Bill’ you can’t go wrong starting with one of Dylan’s teachers (yes, believe or not even geniuses have teachers) Dave Van Ronk:

  11. I posted this connection to Ol’ Bill Shakespeare’s Sonnet 112 in your other post about Tell Ol’ Bill. I hear echoes. The scansion taken together with the similar end rhymes seem to suggest a connection. I have only copied the first stanza here:

    Sonnet 112:

    “Your love and pity doth the impression fill
    Which vulgar scandal stamped upon my brow
    For what care I who calls me well or ill,
    So o’er-green my bad, my good allow?
    You are my all the world, and I must strive
    To know my shames and praises from your tongue”…

    and the concluding couplet:
    “You are so strongly in my purpose bred,
    That all the world besides methinks y’are dead.”

  12. although Woody probably got it from the Carter Family [or the same place they got it], you can also hear his “Those Brown Eyes” –
    the song has nothing to do with the standard “Tell Old Bill” – it’s a reference point, like saying no one can sing like Willie McTell, or alluding to Ma Rainey & Beethoven.

  13. I’m guessing you’re talking about the version on Tell Tale Signs rather than the version used for the North Country soundtrack, which is in a major key. I like both versions but I am a fan of the turnaround in the soundtrack version that they got from the Carter Family.

  14. If we consider the term ‘Old Bill’ as what it means in origin that is a police officer in English slang . The word was taken from a comic cartoon character created in 1914-15 by Bruce Bairnsfather . Inspired on it , was made The Better Old so called The Romance of Old Bill in 1917 , a stage musical comedy based on the cartoon character . One year after was made a British silent film based on the play The Romance of Old Bill . The stage musical had some songs that were compiled in Sandburg’s ”American Songbag” in 1927 and as sung by Bob Gibson on an early Riverside LP in the late 1950’s , but the song had many different versions before this one . Sandburg himself talks about a blues-ballad Singer Nancy Barnhard of St . Louis in the 1920’s , and in the 1930’s a folklorist and Singer called Sam Hinton (TX) . But the Gibson’s recording was who influenced many first folkies in the mid-50’s . Gibson helped Joan Baez and Phil Ochs in their early days , and was managed by Albert Grossman . Probably Dylan learned Tell Old Bill from one of Dave Van Ronk’s Folkways LP’s , I think in 1961 he releases the song , his version has somewhat different with the Sandburg’s original but not with Gibson’s influence .

  15. A very interesting journey. I sing “Tell Old Bill” quite a bit, from my memories of the Chad Mitchell Trio version , (which I listened to just now on youtube, not having heard it for almost 50 years – I changed a few things over the years, which is the “folk process”), and other versions have turned up. Dylan has thrown the chorus into another of his superlative meditations, on which I’ll say nothing here. Certainly Carl Sandburg was a major influence in the shadows of 60s folk music. I knew his name, but not the story. But Georgia Island music is in need of investigation. Alan Lomax recorded some great stuff there, which has been transformed repeatedly in the last 60 years of recorded music

  16. “I haven’t a penny to my name” was a quip Old Bill Burroughs often made referring to his inherited wealth, eaten into my his heroin addiction.
    “Anything is worth a try” was another Burroughism, when referring to his efforts to kick his addiction.

  17. I think it’s about a lost love and the reunion.

    First verse about the romantic time with her:
    The river whispers in my ear
    I’ve hardly a penny to my name
    The heavens never seemed so near
    All of my body glows with flame

    Second verse, he lost her:
    The tempest struggles in the air
    And to myself alone I sing
    It could sink me then and there
    I can hear the echoes ring

    She apparently fell for his enemy:
    I walk by tranquil lakes and streams
    As each new season’s dawn awaits
    I lay awake at night with troubled dreams
    The enemy is at the gate

    After that, verses about the years going by.

    Last verse, she is back:
    All the world I would defy
    Let me make it plain as day
    I look at you now and I sigh
    How could it be any other way?

  18. Jeremy “Doc” Hodges put a fine version of this song with just acoustic guitar and harmonica on his album Autumn in July. It has a Johnny Cash produced by Rick Rubin feel.

  19. The line “[You] left the coldest kiss upon my brow also echoes Poe, “Take this kiss upon the brow!” which is the opening line of ‘A Dream Within A Dream.’ Not only is the meter of the song similar to that of the poem, but the whole atmosphere of the song reeks of Poe to me. It’s Poe set to music. I love it.

  20. Given the subject of the movie, I find it significant that Dylan invokes the image of a “heavy bed.” Charlotte Perkins Gilman uses the same phrase in her short story “The Yellow Wallpaper.” First published in, I think, 1892 it’s an important early work of feminist literature. Giving it a read (it’s not that long) might shed more light on Dylan’s perspective in the song.

  21. Puzzling, to me, that there’s no mention of Dylan’s chatter leading into the Self Portrait outtake of This Evening So Soon, where Dylan credits Bob Gibson. Lots of good info in the article, though.

  22. What are you talking about, minor key?
    It’s a major key (Ab) blues.
    Why do you think it’s on a minor key?

  23. Well perhaps we are listening to different songs Paul. I hear it starting with B flat minor, and the second chord is F major. That alone makes me hear the song as in B flat minor.

  24. The 2005 recording for the North Country soundtrack is Bb major, the Tell Tale Signs outtake version (#7) is Bb minor.

  25. Thanks Jochen. After writing my terse reply and having gone out for a while, it suddenly struck me that of course, there is great variation in all those different versions of that song. It’s my fault: there is one that I just rate above all others, so that is what I always have in my head, and I forgot to go back and check other versions.

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