Too much of nothing: the music and the meaning

By Tony Attwood

This review was amended in 2016, in particular incorporating the fact that Dylan recorded two very different versions of the song, the second of which came out on the Basement Tapes CD that came out in the UK in 2014.  It was a point I missed in the original version of this article – thanks for correspondents who corrected me.

The original Basement Tapes LP is certainly not one of my favourite Dylan albums, but within it, there are gems.  This Wheels on Fire, I’ve already written about. Here’s the other masterpiece: Too much of nothing.

The title tells you we are in no man’s land, for it gives us a quick reminder of the start of King Lear where he speaks to Corelida, “Nothing will come of nothing.”

But that’s only the start.  Dylan is in another country here, coming back from his own darkest days, and he does something musically that he does nowhere else in this writing, within the recording that appears on the original Basement Tapes LP.  He tries to represent the madness behind such the concepts of nothingness and madness, which is also part of his theme here, with a simplistic musical device that absolutely doesn’t work.  It is a device that every young student of composition tries in his or her second week and then realises that this is just too obvious and so quietly puts the manuscript away, or deletes the recording. We’ve all been there and done it – except Dylan kept the tape and it came out on the LP.

What Dylan does through the four lines on what I will call the original version (ie the version on the original Basement Tapes LP)

In the day of confession
We cannot mock a soul
Oh, when there’s too much of nothing
No one has control

is take us up chord by chord as a way to evoke the decline into madness and hysteria.  Where the first four line have a simple melody very effectively based around the chords of G, F and C suddenly Dylan takes up rising up higher and higher like a set of manic screams.   Just listen to those four lines and hear what is happening.  It is just a device as a device, not a piece of real music making.

Those four line go through these chords one after the other

G, G sharp, A, B flat, B, C, C sharp, D

Only the resolution from this horror through the chorus…

Say hello to Valerie
Say hello to Vivienne
Send them all my salary
On the waters of oblivion

which leaps up to F, and then runs through a set of chords which (although not all associated with the key of C major),  once more makes  musical sense and return us to the key of C, gives us stability.

In one moment Dylan reveals the problem with writing about mental illness.  The vision from within the tormented individual is so different from the way we witness the individual that it is hard to represent.   It can be done in art form – The Scream by Edvard Munch  does it visually, but at least with a painting you can look away.  Just stirring the pot around musically and having a lot of hysteria doesn’t work – at least it doesn’t work for me.

So what we have is a situation in which we have some superb lyrics, but with music which (at least in the chorus) fails musically.   But it could have worked, as the subsequent recordings showed.  It just needed a totally different approach.

Dylan then made a second take, and it was this one that was picked up by Peter Paul and Mary  (Peter Yarrow, Paul Stookey and Mary Travers) – for there was no way their sweet harmonies could have made sense of the chromatic version that appears on the LP.   Although known for a musically gentle form of protest song such as “If I had a hammer” and “Where have all the flowers gone” they actually did a huge amount to make Dylan popular in his early days, and from what I understand Dylan was friendly with the ensemble – at least until they played around with the lyrics here.

Now I know It seems strange to say it now but Peter Paul and Mary were instrumental in getting Dylan exposure.   While many older listeners to Dylan might still remember the simple “Puff the magic dragon” the fact is that their recording of Blowing in the Wind in 1963,  and their versions of Times they are a changing, Don’t think twice and When the Ship Comes in were responsible for getting many people to buy Freewheelin

The PPM version (the version that was released on the 2014 CD set, has a much more conventional chordal accompaniment in D:

D, G, Am, G, D for the verse

C, G, D for the chorus

and it all sounds in the verse, very jolly.  It is only when the mood changes in the chorus that we are forced to go back to listen to the lyrics, and think that there is something else here.

But then, for a reason that is not clear, they changed the chorus by changing one of the names from Dylan’s original to Marion.  And this is where we find the real story.

Dylan is reported to have been very angry with hearing that PPM had changed the names – a name change that even continued with the rather uninspiring later Fotheringhay recording with Sandy Denny singing.   It is an important point, but we should not let this put us off the PPM version for the understatement of the PPM version really does work – and once you know the story behind the song it becomes one of the most frightening pieces that Dylan wrote.  It also explains fully what he was trying to do with the chromatic version that came out on the LP.

In Dylan’s original, the characters are Valerie and Vivienne – not surprising since this is the era of writing about Louise and Johanna, and other combinations of women.   These were the wives of TS Eliot, the poet that Dylan was by now used to quoting (most famously by having him in the captain’s tower in Desolation Row) – but it is clear from this reference that he really did understand.  Some writers feel that Dylan refers to Eliot’s The Waste Land with “in the wasteland of your mind” from “When The Night Comes Falling from the Sky.”   Indeed on Theme Time Radio Hour he once read TS Eliot, and often has seemed to glory in quoting from numerous sources in the way that Eliot did with “He do the Police in different voices” which was the original title of The Waste Land, and comes from Dickens’ “Our Mutual Friend”…

“I can read my Bible and most print. And I do love a newspaper. You mightn’t think it, but Sloppy is a beautiful reader of a newspaper. He do the Police in different voices.”

But now, to disentangle the song, we need to know a spot more about TS Eliot.

TS Eliot’s first wife Vivienne is seen in different ways by different writers.  She might have been the source of inspiration for Eliot, or a woman who seduced Eliot into a hopeless relationship.

Whatever the situation the outcome was an awful tragedy: she suffered severe mental illness over a period of time.  Eliot did not take his wedding vow seriously however, and seeing her condition separated from her, and went to the US to take up a professorship, leaving Vivienne in a mental hospital in Stoke Newington – a part of north London that was certainly not one that would be associated with a genteel middle class caring establishment for the mentally ill, at the time.  I happen to know Stoke Newington well – it is where my grandparents on my father’s side of my family lived and where my dad was brought up.   It is what we would call a solid working-class environment.

Eliot never once visited his wife in the mental hospital, and just left here there.   But upon her death in 1957 he secretly married Valerie Fletcher – his secretary at his publishers, who was 38 years his junior.   In his later years and thereafter it was Valerie who worked to preserve the legacy of Eliot.

So we must take it that Too Much of Nothing is about Eliot and his wives, at least in passing, which surely suggests “Too Much of Nothing” is a brief response to the overwhelming magnificence and complexity of Eliot’s the Waste Land.

Dylan’s language is of course utterly different from The Waste Land.   His form is brief, his message simple.  It is in effect a kick at Eliot, suggesting that there is another part of the Waste Lane that Eliot forgot to mention – the Waste Land of his wife, abandoned and forgotten in a mental institution in North London, while he was lauded and celebrated as he lectured in America.

Eliot’s masterpiece is the poem of nothing, the poem where

I will show you fear in a handful of dust

For this is the world where “you know only a heap of broken images” where Eliot asks “who is that on the other side of you?” and where most famously April is the cruellest month

This is Dylan’s moment of attack upon Eliot’s whole approach:

Too much of nothing
Can make a man abuse a king
He can walk the streets and boast like most
But he wouldn’t know a thing
Now, it’s all been done before
It’s all been written in the book
But when there’s too much of nothing
Nobody should look

Say hello to Valerie
Say hello to Vivienne
Send them all my salary
On the waters of oblivion

The song is, for me, a brilliant conception, and it is a sadness not so much that Dylan recorded the chromatic version as an experiment, but that he let it be released on the original Basement LP.

But we did have the PPM version, with that bareness of the chorus.  It doesn’t work totally, and the change of name is extremely annoying because it leads us completely away from the central meaning.  But it showed us where this song might go until ultimately Dylan released his version of this alternative approach.  The PPM version is on You Tube

The straight (ie non-chromatic) version by Dylan is on Spotify as “Too much of nothing take 2”.  If you only know the Peter Paul and Mary version I defy you to listen to this and not have shivers up and down every single part of your nervous system.



  1. Very interesting about Eliot – thanks!

    I’m not a musician, so I may have this wrong, but the musical changes you attribute to PPM are, I think, actually Dylan’s. PPM based their version on a different take than what was released on the 1975 Basement Tapes LP. That LP contains an earlier (and, I agree, inferior) take with the continually rising chorus, but the PPM version is clearly based on the later take (known from the bootleg versions and now from the “Complete” Basement Tapes).

    Why they changed the name, I could never understand – it breaks (or at least bends) the rhyme scheme for no reason.

  2. Thanks for your comment. Yes when I wrote my commentary I had not heard the alternate take – which turned up on the Basement Tape album that came out in the UK in late 2014. The PPM version is indeed based on this – and I have also found a couple of other recordings of them doing further variations on their recorded version. I will update the review in due course.

    Appreciate all your input into the site.

  3. The songs of the Basement Tapes and John Wesley Harding must be understood in terms of a dialectic process of artist development characteristic of Bob Dylan’s work.

    They stand as direct opposites, rejections, of the songs prevading Highway 61 Revisted and Blonde on Blonde. The reject the cruelty and meaness of the cynical stance taken on those albums. That mocking (bird) is flying a’way.

    The pattern of rejecting an earlier stance is remarkable in Dylan’s oevre. Another Side of Bob Dylan rejected the “finger pointing” political songs. My Back Pages is the epitome of the rejection of past work.

    Later on during the Gospel Period Dylan violently rejected the cynical stance of Street Legal. What’s is going to be: the Lucifer of New Pony or the God who died to save humanity?

    Too much of Nothing is a good example of how Dylan turns Desolation Row on its head. TS Eliot produced great art, doing so at the expense of driving his first wife insane. That kind of art is cruel. You have to give it up. Be a good family man.

  4. Yes the version on the recent Basement Tapes is the one that PPM used for their single, and it is exactly how I think it should sound. sorry I wrote the review before the second version came out – I will get to update that review – but so much to do…

  5. This has always been one of my favourites and does not seem at first to be “about” anything – just the sort of Dylan song I like.
    The title alone is great.
    Seems very apposite for our vacuous, trivia-obsessed age.

  6. Listening to the radio 4 reading of Eliot by Jeremy Irons this morning, a few things clicked, and drew me back to what you wrote here. I now picture Dylan picturing a lonely Eliot on a well paid lecture tour, lamenting his accomplishments in both literature and life. Perhaps he read Eliot during recuperation, poems and biography, and wanted to write from inside the latter’s head. Now the chromatic makes sense. In 65 and 66 tours Dylan grew tired of the predictable relentless build up to each gig and the dull plateau of each performance, and the post gig oblivion of substances. “why do we do this? Just to send what we earn back home?”. The monolithic ascending cliche (to be revisited in more subtle way in Mississippi), like the seeming triteness of salary/valery et, is a caricature, a complaint against the grind.
    Happy New Year!

  7. You’re all totally wrong. Dylan ” fans” ( for want of a better word) often over analyze his poetry. Too much of Nothing is a song about the poor. LISTEN

  8. Hmmmm Pixel464 it would have been nice if you had explained why I am totally wrong, and how you know that I over-analyse. Just putting LISTEN in capitals is not very helpful. If you really know, please try and explain.

  9. okay — this song sure sounds like it’s about having nothing — I’m mean living day to day — too many days, too long, too much of nothing. The last stanza sure sounds like it’s about what it’s like to live on nothing. And the chorus sure sounds like all of the money is being sent home. Just enough to keep those two women from falling into oblivion.

    If this song was sung by a black blues singer, we’d know exactly what it is about. Having not much of anything for much too long.

    The thing about Bob is that he sails off into being other people. Being people who are not him. And he can do that well. And what we are hearing is about Bob having nothing. Of course, Bob was never really in that situation. But he takes us there anyway. “…when there’s too much of nothing it just makes a fella mean…”

  10. I just pointing out an error most sites make. “cannot mock s soul” should be “cannot mark a soul” thank you..

  11. Apologies for typos on previous comment, using a small smart phone at the moment.

  12. I think the song is primarily about the violent nature of man when encountered with scarcity. Let’s look at Elliot’s relationship with Valerie and assume he was pursuing his desire for a healthy partner. The cruelty of Elliot’s decision to commit his wife is driven, then, by his own fear of the death of the potential to fulfill his desire. When confronted with the idea of sacrificing his desire, the sheer terror of this vision brings forth the dark, instinct of self-preservation at all costs, resulting in the cruel act of institutionalizing his wife and withdrawing all support, save money. Dylan’s chorus, in the midst of his exposition on scarcity, is a confession from Dylan in the guise of Elliot – where Elliot/Dylan is aware of his cruelty; is aware that he is as or more upset at the financial burden for himself than he is for the condition of his wife. It is an acknowledgement of the dark power fear of scarcity and greed have on a persons behavior. Dylan is being frank with the idea that the cruelty, violence, malice, betrayal are not quantities of the “evil man” but rather the quality of every person when confronted with the fear of loss and scarcity.

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