Bob Dylan’s “To Fall In Love With You”: the origins and evolution

by Jochen Markhorst

The first time we can hear Charlie Chaplin’s voice is in Modern Times (1935), in – very appropriate – “The Nonsense Song”. Chaplin has to sing a song for a waiting audience in a restaurant. He has written the Italian text on his cuffs, but alas: at his grand entrance Chaplin makes an enthusiastic ta-dáá gesture and oops-a-daisy, both cuffs elegantly fly, unreachably far, over the audience to the back of the restaurant. Chaplin’s female friend gestures to the panicked entertainer Sing!! Never mind the words, and that works out fine. Out of his now empty sleeve, Chaplin shakes a nonsense mix of fantasy-Italian and pseudo-French:

Se bella giu satore
Je notre so cafore
Je notre si cavore

Je l’a tu la ti la tois

La spinache o la bouchon
Cigaretto Portabello
Si raquiche spaghaletto
Ti l’a tu la ti la tois

… and after that, he sings four equally silly verses, in which he delivers the (non-existent) ‘punchline’ at the end of each verse mimically so well, that the audience really thinks they are hearing an excellent gag and every time bursts out laughing.

Here it is, obviously, practised out of necessity, in panic, but among song writers it is a completely normal technique: placeholding. Intended to temporarily fill in the empty spots during the creative process with provisional, often meaningless, sound combinations.

The most famous example is of course “Yesterday”, which McCartney filled in with scrambled eggs oh my baby how I love your legs for weeks, waiting for the inspiration for suitable lyrics. And sometimes such an empty text can even be promoted. “Sussudio,” Phil Collins rattles, as long as nothing better comes to mind, but lo and behold: the fantasy word creeps under his skin and turns out to be catchy enough to become the title of one of his biggest world hits.

Placeholder lyrics are not beneath the poet Dylan either, but with him they usually come out a little more meaningful, or rather: poetic, than with his colleagues. In the basement of the Big Pink, the bard improvises the lyrics to “Sign On The Cross” and “I’m Not There”, for example, and those are twenty-four carat, intriguing, poetic explosions.

There is a difference between a full-blooded songwriter like McCartney and a literary genius like Dylan, apparently; Dylan’s superior language feeling, his outlandish memory and his encyclopaedic song knowledge are the distinguishing qualities, presumably – a laid-back Dylan in a flow draws from a nearly inexhaustible source.

Twenty years after the basement sessions Dylan demonstrates this talent in the abandoned masterpiece “To Fall In Love With You”. The song is lovelessly tucked away somewhere at the end of a bootleg, on Hearts Of Fire Session 1986, which contains only one single take of the song (between, among others, ten largely saltless takes of the inferior “Had A Dream About You, Baby”). Despite playing along with the greats Eric Clapton and Ronnie Wood, the outtakes are not too memorable, except for this one shiny, semi-improvised gem.

Dylan tackles this song as he will later weld his large, metal gates: a fixed fillet and a strong framework, filled with an explosion of erratic, alienating objects. Dylan welds a conventional framework, an ordinary fillet of more than two meters high and about one meter wide and also applies traditional hinges at the right height and with the right materials – the installation can indeed be hung in a regular garden fence and really be used as a garden gate.

But then the spatial filling, the ornaments. The welding sculptor fills the empty space of his gate with scrap metal, with monkey wrenches welded together, gears, combination pliers, a meat grinder, link chains, bicycle wheels, springs and whatnot. It is an intriguing, funny and impressive whole. And when the artist tries to capture his fascination in words, in the statement that can be read in the program booklet at the exhibition in the Halcyon Gallery (London, 2013), he is a poet again:

Gates appeal to me because of the negative space they allow. They can be closed but at the same time they allow the seasons and breezes to enter and flow. They can shut you out or shut you in. And in some ways there is no difference.”

For “To Fall In Love With You”, the song poet has a fixed framework, the verse line at the end of each of the four verses, and a structured empty space: a fixed number of bars and a metre. And for the filling he rummages for scrap iron in his yard, which he then welds together in his studio:

The day is done, our time is right

Day in the night, deep in the night

You can’t have me back, I hear to my surprise

I see it in your lips, I knew it in your eyes 

for instance. Or maybe he sings there

The day is dark, our time is right

Stay in the night, deep in the night

I can’t yet be back, I heard it by my surprise

I see it in your lips, I knew it in your eyes

Or perhaps:

The day is dark, our time is right

Day in the night, deep in the night

I cleaned every bag I had in my supply

I see it in your lips, I knew it in your eyes

… it is difficult to understand and the zealous fans do not agree either. On the blogs and the fanfora, about ten transcriptions bounce around, all of which are fairly plausible.

The exact content is not very important, for that matter. The poet here welds together random pieces of scrap metal and washed up driftwood with stuck-on grease. For the framework he probably has his own “To Be Alone With You” in his head (or otherwise “Sure To Fall In Love With You” by Carl Perkins, 1956), for the filling of the ‘negative space’ he does not seem to scramble all too deeply into his phenomenal song memory.

The song is recorded at the end of August 1986. In the months before, the singer has played a remarkable number of covers (about fifty songs, on the stage as well as in the studio), and the majority of the word combinations and rhymes can be found there.

The tears also flow in “Crying In The Rain”, in “That Lucky Old Sun”, and in Ricky Nelson’s “Lonesome Town”, for example, the rhyme right and night Dylan also sings in “Justine” and in John Lee Hooker’s “Good Rockin’ Mama”, mind and find in “What Becomes Of The Broken Hearted” and in “So Long, Good Luck And Goodbye”, it is also dark in the daytime in “Trying To Get To You” by Elvis, in Ray Charles’s “Lonely Avenue” and in Johnny Cash’s “I Still Miss Someone” and so on – one can find almost the entire vocabulary of “To Fall In Love With You” including matching rhyme in those fifty covers Dylan sang over the previous months.

Characteristic of the poet’s artistry is that from all those pieces welded together a coherent image emerges nevertheless; that of some pitiful fellow who is kept afloat by that one bright spot in his life, by his crush on a you, a Don Quixote that conquers all setbacks because there is a Dulcinea. And along the way a few Dylanesque oneliners pop up too. I see it in your lips, I knew it in your eyes for example, and The day is dark (or: done), our time is right; enthralling, poignant verse lines of poetic beauty.

The song remains obscure all the same. Despite the popularity with the Dylan fans it is not picked up by the colleagues, there are no noteworthy covers (apart from a few uninteresting amateurs on YouTube), Dylan himself never plays it and the song is not even mentioned on his site, on

We will have to do with that one improvised eruption, that slightly hesitant exercise with those intriguing placeholder lyrics.

Yes, only placeholder lyrics, no doubt, but still: se bella giu satore.

To fall in love with you


  1. There’s been lots of attempts made to write down the words to this song ….noble attempts they be, but each and every one that I’ve read contain obvious mistakes.

    I decline to make any attempt here … a number of words – and some more than others – are just too unclear!

  2. And Jochen, your link to Dylan’s ironwork remind me of the song ‘Never Say Goodbye’ of which, if I remember rightly, Dylan described as having ‘dummy lyrics’, the kind of makeshift, fill in lyrics you are referring to:
    ‘My dreams are made of iron and steel
    with a big bouquet of roses hanging down
    from the heavens to the ground.’
    Not bad for ‘dummy lyrics’!

  3. Using nonsense words while miming with ‘gestures’, and using ‘body language’, as well as saying seemingly ‘dummy’ words outloud in a particular way can suggest to the listener that they do indeed have meaning.

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