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''Don't Think Twice, It's All Right" is a song written by Bob Dylan in 1962, and released on the 1963 album The Freewheelin' Bob Dylan.
Dylan once introduced "Don't Think Twice, It's All Right" as "a statement that maybe you can say to make yourself feel better… as if you were talking to yourself." The song, written around the time that Suze Rotolo indefinitely prolonged her stay in Italy, is based on a melody taught to Dylan by folksinger Paul Clayton. NPR's Tim Riley described the song as "the last word in a long, embittered argument, a paper-thin consolation sung with spite."
As well as the melody, a couple of lines were taken from Clayton's "Who's Goin' to 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.
The original album version of the song is played in a fast, fingerstyle manner by, some speculate, Bruce Langhorne. In live performances, Dylan often strummed the chords, or flatpicks, albeit in a similar, fast-paced manner.
The song was used to end the last episode of the first season of the television series Mad Men.
Covered by:
Arnaldo Baptista, Cher, Johnny Cash, Davey Graham, Odetta, Rory Gallagher, Stone the Crows, Heinz, Elvis Presley, Burl Ives, Waylon Jennings, Flatt and Scruggs, Steve Young, Ramblin' Jack Elliott, Jerry Reed, Joan Baez, Doc Watson, Peter, Paul and Mary, The Waifs, Vonda Shepard, John Martyn,Metric, Elliott Smith, Billy Bragg, Nick Drake, Sandi Thom, Susan Tedeschi, Emily Haines, Susanna and the Magical Orchestra, Boris Grebenshchikov, Jackie Greene, Bryan Ferry, Wolfgang Ambros, Arlo Guthrie, Tristan Prettyman, Bree Sharp, Gavin Castleton, Donavon Frankenreiter, John Anderson, The Four Seasons, Steel Train, Johnny Marr, Vonda Shepard.
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