Up to Me. An astounding Dylan masterpiece left on the shelf

By Tony Attwood

“Up to Me” is one of those songs that if you didn’t know it, and you were suddenly find it on Biograph or an out-take album you would probably start by thinking “hey this is just Tangled up in Blue again” and then as you hear the lyrics, you would more than likely realise you have found a total absolute gem.

Similar to Tangled, and indeed with elements of Simple Twist of Fate and some of Shelter From the Storm, but of huge value in its own right.

In short, if you don’t know this piece, but you have enjoyed Blood on the Tracks go and get an album with it on now.   Biograph is the obvious place to  try.  Or “More Blood More Tracks”

The rotating chord sequence E B A / E B A is interesting in itself as it is interrupted in the third line by the unexpected change to B E A, but with the vocal line not moving  from its pre-ordained routine.  If you appreciate the subtleties you are hearing in this chord changes it can catch you out in each and every verse the first couple of times you hear the piece.

The accompaniment is “Dylan-calm” – Dylan the old story teller, just looking back on the past with a shrug of the shoulders.  We also have a double bass style that has become familiar through the songs mentioned above, a beautiful restrained style that adds enormously to the overall context of the song.

But what is so shockingly different here is the opening.  OK – this is an out-take, and maybe not the best recording available, or maybe never intended to be the final version, but it just starts, musically and lyrically.  Bang, you are in.  No preliminaries.

And lyrically there is no, “They sat together in the park”.   There is no “Early one morning the sun was shining.”  There is, in short, no placement of the characters at all.  No warm up, no opening chords, just a sudden start.  And what a start…

“Everything went from bad to worse, money never changed a thing”

And we think, “what the hell is going on here?”   This is doom and gloom, but the music doesn’t represent that at all.  Even lines like “Death kept following, tracking us down” are sung in the same “Tangled” style.

This opening however does set a scene of its own, once you have heard the song several times.   Everything has gone wrong, and wrong again, and I ain’t got much time left to sort this out.  But no one else is going to resolve anything, so it is up to me.

That’s the song – but such a simplified reduction does not do it any justice at all.

There are some wonderful lines in this song delivered by Dylan with a bounce and emphasis that shows a tremendous level of crafting.   Just listen to

“If I’d thought about it I never would’ve done it, I guess I would’ve let it slide”


“If I’d lived my life by what others were thinkin’, the heart inside me would’ve died”


“I was just too stubborn to ever be governed by enforced insanity”

I love that internal rhyme in that last line.

These lines just pile on top of each other, and drive us along in the whirlwind that the singer explores.   Indeed some of these lines are utterly classic Dylan, which makes is so sad that they exist on a song so few people know.

“I’ve only got me one good shirt left and it smells of stale perfume”

How many evocative images do you want in one line?

And then

“In fourteen months I’ve only smiled once and I didn’t do it consciously”

Yes, you could build whole novels around each of these lines.  But for me the key to the explanation of what the song is all about comes with the line

“The old Rounder in the iron mask slipped me the master key”

The old Rouder, I take to be, a person up to no good, the dissolute man, the wastrel.  In an iron mask, not showing his true self, pretending to be one thing while being another.  It is a term you often find in old blue grass music.

The woman of whom Dylan is singing is, I guess, higher class than he, and he’s unable to follow her – that is the rub.  So when she is tricked away by the Rounder, he can’t follow.

“Well, I watched you slowly disappear down into the officers’ club

I would’ve followed you in the door but I didn’t have a ticket stub”

So either she’s moved up in the world and he’s tagging along – or she was always from that world.  Maybe she was a film star, or something…  But he certainly wasn’t…

"Oh, the only decent thing I did when I worked as a postal clerk"

Was to haul your picture down off the wall near the cage where I used to work

Was I a fool or not to try to protect your identity?

You looked a little burned out, my friend, I thought it might be up to me"


Put another way, “I’m just a regular guy trying to help you – but if you go back to your old world, beware, because there are some tricky guys out there.”

“Well, I met somebody face to face and I had to remove my hat

She’s everything I need and love but I can’t be swayed by that”

The working man, doffing his cap.with the everyday philosophy of the man of the road.

We heard the Sermon on the Mount and I knew it was too complex

It didn’t amount to anything more than what the broken glass reflects

When you bite off more than you can chew you pay the penalty

Somebody’s got to tell the tale, I guess it must be up to me


As for the rest of the crew, the suspicion that they are the sophisticates, and the singer is just the postman comes with the names…

“Well, Dupree came in pimpin’ tonight to the Thunderbird Café”

There are, incidentally, Thunderbird Cafes everywhere

“So go on, boys, and play your hands, life is a pantomime

The ringleaders from the county seat say you don’t have all that much time

And the girl with me behind the shades, she ain’t my property

One of us has got to hit the road, I guess it must be up to me”

The ol Rounder will hit the road not the sophisticate

As the song ends we have the ultimate Dylan farewell – I don’t want to print those lines as I don’t want to spoil it for you if you haven’t yet heard the song..  It is “And if I pass this way again, you can rest assured” only with even greater feeling.

We touch these people and know a little of their lives… this is the short story form in literature transmuted into a popular song, and it is brilliant.

How could this recording have been made, and then just left?   For anyone else it would be the summit of a career.  For Dylan it is an out-take.  He has never performed it in public.  It just is.

And it kills me every time I have the strength to put it on.

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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.

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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. This is the most underappriciated Dylan song ever recorded…
    Lyrics are true genius
    Every line has its own story

  2. I was so happy when I saw you reviewed this song. It is such an under-appreciated gem. A little rough, but the roughness adds a patina. Everyone likes to see the human hand in art. Such a great song.

  3. This is my favorite Bob Dylan song ever. I’ve been playing it when my 14-year-old is in the car, without comment, and I can tell she’s listening to every word.

  4. One of Dylan’s most intriguing and enigmatic songs, yet even without getting the full meaning you can feel it is a great masterpiece.
    To me it expresses a complex range of feelings : loneliness, seclusion and isolation from one side, and superiority and pride from the other.
    Both artistically and in his personal life , if he would not have done everything by himself nothing significant would have been done, and nothing would have been achieved.
    From one side he is sorry and sad he did not have anyone to share the burden with, and from the other side he is proud of doing it all by himself.

  5. As an all lifer…. it is the only song, my only (16yr old) daughter is named out of… They usually ask “Dickens?” And i say even if it’s an E at the end in the worlds greatest song ever…no, you have the wrong Dickens…

    So in all the many times seen him, and a few with said namesake in tow… why does he never play it? anyone know? .. And anyone know how he can be blackmailed to do just that…Estelle wants to hear it out of Gods own mouth just maybe the once…

  6. What a rare gem. Great tempo, guitar, story, and on and on. So glad I found it on Biograph. Def in my Dylan top five. There’s another gem off of Good as I been to you. Arthur McBride. A traditional from Scotland mid 1800’s. Great story and his guitar is excellent.

  7. I have truly enjoyed this out take since Biograph was released on Vinyl.
    I think think “Blood on the Tracks” would have been even more amazing if “Lily Rosemary and the Jerk of Hearts’ had been replaced with this classic.

  8. Great song. Should have replaced Idiot Wind on the album.

    This analysis doesn’t make much sense. Her picture was on the wall because she’s wanted, but she’s an upper-class person?

  9. I became fixated on this song when I found my ex-wife had taken up with her high school sweetheart. I read into every line the falling apart of our marriage, my reactions to it and my sense of being left behind. I still get a lump in my throat when I hear it. I was just to stubborn.

  10. I too first heard this when Biograph came out. Whenever there’s any list of Dylan’s best albums i always think an asterisk is needed re Blood on the Tracks and if you’re talking about the NY sessions(far better than Minn IMHO) and if you wanna include UP TO ME. Not that there’s anything wrong w/ Blonde on Blonde but if you’re talking about NY sessions + Up To Me then this marks pinnacle of career. Lyrics on Up To Me are the most representative of Blood on the Tracks mood/feel….nothing matches the sadness and “what could have been” if she hadn’t gotten away better than this song. With respect to leaving something off of Blood on the Tracks to make room for this is nearly impossible to pull off. The NY versions of Lily, Rosemary and Idiot Wind are, along w/ Simple Twist of Fate the highlights of album. The harmonica solo at end of NY version of Idiot Wind is the most beautiful of Dylan’s career..always thought it encapsulated the end of an era–Watergate/innocence/youth and of course his marriage

  11. I’ve always loved this song from the time I heard it on Biograph. I’m taking a course on Dylan and this is one of the songs I was absolutely torn up to leave out. (The other was Love Minus Zero / No Limit, but I couldn’t resist that one, so it’s in)

    It’s just one of those totally memorable numbers – I’ve never been able to forget the words. Thanks for the review.

  12. Again the fragmented image of broken glass, that nothing is permanent; Dylan confronting the dimension of Time, that tiny spider web connecting us to stoney earth expressed concretely in the poetry of the Metaphysic Andrew Marvell- ” Had we but world enough and time “(His Coy Mistress)-and that of his admirer, Modernist TS Eliot:

    “And indeed there will be time/
    To wonder,’Do I dare?, and, ‘Do I dare?’/
    Time to turn back and descend the stair/
    With a bald spot in the middle of my hair”

    And continued in the song lyrics of Bob Dylan:”

    “Death kept followin’, trackin’ us down”

    “Time is an enemy”

    “And the girl behind the shades”

    “And the harmonica around my neck I blew for
    you, free”

    Time and death personified, sunglasses symbolizing ghosts(shades), and that harp being played just for you.

    There must be some way out of here; the drifter tries to escape the enemy….once again.

  13. In short, Moses leads his people out of slavery and on the path to individual liberty while Jesus turns the other cheek, and gets crucified for his efforts.
    Dylan would rather run than sacrifice his individuality, by returning to institutionalized slavery.

  14. Having recorded this song and then omitting it, tells me how strong the line-up on Blood on the tracks are.

    And to the Swedish Academy

    “If I’d lived my life by what others were thinkin’, the heart inside me would’ve died”

  15. I never heard the song until I bought Biograph. I was completely bowled over, as BOOT is my favorite Dylan album, such a masterpiece. I have read a lot about him, but never why this beautiful song was left off the album.

  16. Hi this song is about someone whos unhappily married and about to enter into an affair, how do I know, it happened to me twenty yrs ago, but we are still togerther and this is our song as we feel it expresses our fist three months together, the line “I watched you slowly disappear” actually happened to me, “if I thought about it………..” verse he is saying as a married man I should think what I’m doing and obviously he had friends warning about doing it.

  17. Great analysis to an even greater song. BTW, in the first part you focus on the starting lines and say <> Let me go a bitt off-road and tell you when I put my hands and teeth on the Polish version of Tangled Up in Blue I couldn’t fin dany proper equivalent to the first line. Thus, I re-shuffled the order and started with an equivalent of „If her hair was still red”. And it works great in polish, even kids of one of my friends like to get up from bed screaming „And if her hair was still red!”.

    Anyway, I’m still struggling with Up to Me…

  18. Oh, the cookie monster has eaten a quotation. So, Tony writes: ‘And lyrically there is no, “They sat together in the park”. There is no “Early one morning the sun was shining.” There is, in short, no placement of the characters at all.’
    [Now follow my previous comment]:
    Let me go a bitt off-road and tell you when I put my hands and teeth on the Polish version of Tangled Up in Blue I couldn’t find any proper equivalent to the first line. Thus, I re-shuffled the order and started with an equivalent of „If her hair was still red”. And it works great in Polish, even kids of one of my friends like to get up from bed screaming „And if her hair was still red!”.

    Anyway, I’m still struggling with Up to Me…

  19. Written in 1974. His musical career has been on stand by since 1966. In 1974 he tells, he has been depressed for one year. He wants to reboot his musical career, and he decides to contact a star, whom he left behind in 1966. She can help him. He is looking/searching for her. He wants to protect her identity, so I won’t write her name. The rest is history. But I can tell the ringleaders did ring the BELLS many times the following 40 years. He was knocked down, sometimes knocked out but allways winning. And no no no no, it is not Muhammed Ali.

  20. I guess “Up to me” and “Call letter blues” were just to intimate, too painful to be included in the final album, for everyone to see. Bob Dylan himself said in an interview he didn’t understand how people could like a record with so much pain.
    He also never admitted the songs were autobiographical.
    Yeah, like John Lennon never realised Lucy in the Sky with Diamonds initials were LSD

  21. I “discovered” this song last year on “More Blood, More Tracks.” I was blown away on first listen and have remained so on every subsequent listen. How can I have been such a fan all these years and not have known this song before? Anyway, my take is that the picture on the wall by his postal clerk cage was a WANTED poster.

  22. Maybe Dylan didn’t include it because he didn’t think it was very good? The lyrics read like someone trying to sound Dylanesque, just a little to hokey and pretentious to be a real Dylan masterpiece. There are a few brilliant turns and the melody and chords are awesome (and so used elsewhere), but if you’d just shown me these lyrics and said “who do you think wrote this” I would have said “a talented high school kid who is going through a Dylan phase.” The low point is “Now we heard the sermon on the mount and I knew it was too complex/ It didn’t amount to anything more than what the broken glass reflects.” I’m glad Bob had the self awareness and wealth of better material to be able to abandon this. That said, and I know trying to map a Dylan song in a one to one allegory is totally misguided, the song to me sounds like it is about Dylan’s relationship to the music business. Maybe folk music specifically (The only decent thing I did when I worked as a postal clerk/ Was to haul your picture down off the wall near the cage where I used to work) maybe counter culture rock music, maybe pop music altogether.

  23. Has anyone heard the Roger McGuinn Version? From the Cardiff Rose LP. Just After or around the Rollimg Thunder Revue time, I think.

  24. I think the setting is New Orleans. Just the way he says “riverbridge” and of course the Thunderbird Cafe near the CBD and the beginning of Magazine St. is exactly where you would find Dupree and Crystal at 3am having bacon and eggs after work. Maybe Crystal is the woman in the story. A man in love with a hooker?. Combined with the contractory things in their lives, it’s gotta be pre-Katrina NOLA

  25. I absolutely love this song. The music and mainly the lyrics.

    I mean take, “I met someone face to face, I had to remove my hat. She’s everything I need and love, but I can’t be swayed by that. It frightens me the awful truth of how sweet life can be, but she ain’t gonna make a move, I guess it must be up to me.

    And especially the last verse. “If we never meet again, baby remember me. How my lone guitar played sweet for you that old time melody. And the harmonica around my neck, I blew it for ya free. Nobody else could play that tune, you knew it was up to me.

    It’s genius is in its simplicity.

  26. Thanks for taking the moment to look at this one… absolute masterpiece. Glad to see others having another look at it, so many years later.

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