Don’t Think Twice It’s All Right – Bob Dylan


[Verse 1: Bob Dylan]
Well it ain’t no use to sit and wonder why, babe
If’n you don’t know by now
And it ain’t no use to sit and wonder why, babe
It’ll never do somehow
When your rooster crows at the break of dawn
Look out your window and I’ll be gone
You’re the reason I’m a-traveling on
But don’t think twice, it’s all right

[Verse 2: Bob Dylan]
And it ain’t no use in turning on your light, babe
The light I never knowed
And it ain’t no use in turning on your light, babe
I’m on the dark side of the road
But I wish there was something you would do or say
To try and make me change my mind and stay
But we never did too much talking anyway
But don’t think twice, it’s all right

[Verse 3: Bob Dylan]
So it ain’t no use in calling out my name, gal
Like you never done before
And it ain’t no use in calling out my name, gal
I can’t hear you anymore
I’m a-thinking and a-wondering, walking down the road
I once loved a woman, a child I’m told
I gave her my heart but she wanted my soul
But don’t think twice, it’s all right

[Verse 4: Bob Dylan]
So long, honey babe
Where I’m bound, I can’t tell
Goodbye’s too good a word, babe
So I’ll just say fare thee well
I ain’t a-saying you treated me unkind
You could of done better but I don’t mind
You just kind of wasted my precious time
But don’t think twice, it’s all right

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Don’t Think Twice, It’s All Right” is a song written by Bob Dylan in 1962, recorded on November 14 that year, and released on the 1963 album The Freewheelin’ Bob Dylan and as a single.


In the liner notes to the original release, Nat Hentoff calls the song “a statement that maybe you can say to make yourself feel better … as if you were talking to yourself.” It was written around the time that Suze Rotolo indefinitely prolonged her stay in Italy. The melody is based on the public domain traditional song “Who’s Gonna Buy Your Chickens When I’m Gone”[1][2] and was taught to Dylan by folksinger Paul Clayton, who had used it in his song “Who’s Gonna Buy You Ribbons When I’m Gone?”

As well as the melody, a couple of lines were taken from Clayton’s “Who’s Gonna Buy You Ribbons When I’m Gone?”, which was recorded in 1960, two years before Dylan wrote “Don’t Think Twice”. Lines taken word-for-word or slightly altered from the Clayton song are, “T’ain’t no use to sit and wonder why, darlin’,” and, “So I’m walkin’ down that long, lonesome road.” On the first release of the song, instead of “So I’m walkin’ down that long, lonesome road babe, where I’m bound, I can’t tell” Dylan sings “So long, honey babe, where I’m bound, I can’t tell”. The lyrics were changed when Dylan performed live versions of the song and on cover versions recorded by other artists.

In addition to its original release, the song has appeared on several of Dylan’s greatest hits compilations, including Bob Dylan’s Greatest Hits Vol. II (1971), The Best of Bob Dylan (1997), and The Essential Bob Dylan (2000). Another version of the song, recorded as a demo for Dylan’s music publisher M. Witmark & Sons in 1963, was included on two releases in Columbia’s Bootleg Series: Vol. 7: No Direction Home: The Soundtrack (2005) and Vol. 9 – The Witmark Demos: 1962–1964 (2010). In addition, live versions have been released on Before the Flood (1974; recorded February 14, 1974), Bob Dylan at Budokan (1978; recorded February 28, 1978), The Bootleg Series Vol. 6: Bob Dylan Live 1964, Concert at Philharmonic Hall (2004; recorded October 31, 1964), and Live at The Gaslight 1962 (2005; recorded October 1962).

It has been argued that the guitar on the original version of the song, which features a fast fingerstyle, was played by Bruce Langhorne.[3] In live performances, Dylan often strummed the chords, or flatpicked, but in a similar, fast-paced manner. Moreover, the 1963 “Witmark demos” version of the song has Bob Dylan finger-picking, in a very similar manner to the original 1962 recording. Furthermore, a recording of an April 1963 concert in New York City[4] contains a live version of “Don’t Think Twice”, finger-picked in a manner similar to that heard on the original recording.

The song was used on the television series Mad Men, Friday Night Lights, and Men of a Certain Age.[5][6] It was also used in Nancy Savoca‘s 1991 film Dogfight, starring River Phoenix and Lili Taylor; the 2011 film The Help; and the October 30, 2016 episode of the TV series The Walking Dead.

Cover versions

“Don’t Think Twice, It’s All Right”
Don't Think Twice, It's All Right cover.jpg
Single by Peter, Paul and Mary
from the album In the Wind
B-side “Autumn to May”
Released 1963
Length 3:16
Label Warner Bros.
Songwriter(s) Bob Dylan
Producer(s) Albert Grossman

“Don’t Think Twice, It’s All Right” has been covered by Willie Nelson and Merle Haggard, Peter, Paul and Mary (1963),[7]Dick and Dee Dee, Bobby Darin, Glen Campbell, Dolly Parton, The Seekers, John Anderson, Randy Travis, Arnaldo Baptista, The Georgia Satellites, Cher, Melanie, Kesha, Johnny Cash, Ed Sheeran, Bobby Bare, Jackie DeShannon, Gordon Lightfoot, Davey Graham, Odetta, Ralph McTell, Rory Gallagher, Stone the Crows, Heinz, Elvis Presley, Burl Ives, Waylon Jennings, Flatt and Scruggs, Steve Young, Donavon Frankenreiter, Ramblin’ Jack Elliott, Jerry Reed, Joan Baez (who, in addition to covering it alone, also recorded it as a trio with the Indigo Girls), Joshua Radin, Doc Watson, The Waifs, Vonda Shepard, John Martyn, Metric, Elliott Smith, Billy Bragg, Frank Turner & Mark McCabe, Nick Drake, Sandi Thom, Susan Tedeschi, Emily Haines, Susanna and the Magical Orchestra, Boris Grebenshchikov, Jackie Greene, Bryan Ferry, Julie Felix, Wolfgang Ambros, Arlo Guthrie, Tristan Prettyman, Bree Sharp, Gavin Castleton, The Folkswingers, O.A.R. with Matt Nathanson and Mike Ness, The Kingston Trio, David Wiffen, Billy Paul, guitarist Lenny Breau, Ryan Montbleau, John Mayer, Albert Hammond Jr., The Allman Brothers Band, Emilie-Claire Barlow, Cock Robin, Gregory and the Hawk, Eddie from Ohio, Barbara Dickson, Chris Thile, Brad Mehldau, Kronos Quartet, Drew Holcomb and The Neighbors, Milky Chance, Eastern Conference Champions, Post Malone, Jess & Matt, Lill Lindfors, and Nick Takenobu Ogawa. The Peter, Paul and Mary cover was the definitive single, reaching #9 pop Billboard Hot 100, #2 easy listening on Billboard’s charts.[7]

Eric Clapton performed, to critical acclaim, a blues rendition of the song at the 1992 30th Anniversary Concert Celebrationin Dylan’s honor.[8]

The Four Seasons released a cover of the song as a single in 1965 (with the title “Don’t Think Twice”) under the pseudonym The Wonder Who? Their “joke” version reached the #12 position on the Billboard Hot 100 chart,[9] and eventually sold one million copies.

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See also


  1. Jump up^ Ruhlmann, W. “Don’t Think Twice, It’s All Right”

    . AllMusic. Retrieved 2012-08-23.

  2. Jump up^ Bob Spitz, Dylan: A Biography, London: W. W. Norton & Co., 1991, p. 200.
  3. Jump up^ “The freewheelin’ Bruce Langhorne: A musician and master chef”

    . London: The Independent. 2007-04-01. Retrieved 2008-11-13.

  4. Jump up^ Bob Dylan — Town Hall, New York City, New York 1963 (Bootleg)
  5. Jump up^ Stanley, Alessandra (2008-07-25). “Back to the Office, Vices in Tow”

    . The New York Times. Retrieved 2009-07-10.

  6. Jump up^ “TMQ’s “Twelve Days of Christmas””

    . ESPN. 2009-12-22. Retrieved 2010-01-14.

  7. ^ Jump up to:a b “allmusic: Peter, Paul and Mary > Charts & Awards > Billboard singles”,, 2006, web: AllMusic-51
  8. Jump up^ “Release group “Bob Dylan: The 30th Anniversary Concert Celebration” by Various Artists – MusicBrainz”

    . Retrieved 29 December 2017.

  9. Jump up^ Whitburn, Joel (2004). The Billboard Book of Top 40 Hits: Eighth Edition. Record Research. p. 238.




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