It Takes a Lot to Laugh, It Takes a Train to Cry

Arguably the best song title in Bob Dylan’s catalog, “It Takes a Lot to Laugh, It Takes a Train to Cry” off of 1965’s Highway 61 Revisited tells about the back and forth of sexual frustration between a couple.  

The narrator starts things off:

Well, I ride on a mailtrain, baby
Can’t buy a thrill

The image of a train or a driving car as a representation of sexual passion has long been a trope of blues and R&B. Despite the forward progress of the mailtrain, there aren’t any thrills forthcoming. The narrator has been trying though. Dylan sings: “Well, I’ve been up all night, baby / Leanin’ on the windowsill.” The first verse ends decisively for the narrator, soundly feeling defeat from his baby:

Well, if I die
On top of the hill
And if I don’t make it
You know my baby will

The frustration on the part of the narrator is not one of grievance. It’s a wry grin, as if saying, “She got me this time.”

The second verse sees a shift for the narrator, tauntingly asking his baby four questions. The first question is a beautiful image from Dylan: “Don’t the moon look good, mama / Shinin’ through the trees?” Question number two is less traditionally romantic than the first question: “Don’t the brakeman look good, mama / Flagging down the ‘Double E?’” We’re back with the train metaphor, and while there is some debate as to what the “Double E” refers to specifically, the line as a whole suggests that the sexual dynamic of the couple has shifted to the narrator’s advantage, so to speak. The narrator adjusts the lyrical qualities of the setting once again in question number three: “Don’t the sun look good / Goin’ down over the sea?” But the final question in the verse clinches things for the narrator: “Don’t my gal look fine / When she’s comin’ after me?” Dylan sings this line with obvious glee, grinning while he conveys the idea that the roles have now reversed for the couple.

The final verse is a wonder of songwriting. Dylan sings:

Now the wintertime is coming
The windows are filled with frost
I went to tell everybody
But I could not get across

The simplicity of the images from the first two lines has the feel of Chinese poetry, whereas the feeling of frustration returns in the third and fourth lines. This sense of dissatisfaction on the part of the narrator is not one of anger, rather it’s a gentler gesture: “I could not get across.”  The narrator attempts his one-last-try line: “Well, I wanna be your lover, baby / I don’t wanna be your boss.” The message is clear: I don’t need to be in charge; we don’t need to play these games. Dylan emphasizes the line by drawing the word “boss” as long as he possibly can. Before the song ends, the narrator shares one last warning: “Don’t say I never warned you / When your train gets lost.”

Dylan is balancing so much in the writing of this seemingly simple song: the dynamics of the couple at the center of the song, the use of traditional and non-traditional romantic lines all within the metaphor of a moving train. The composition of “It Takes a Lot to Laugh, It Takes a Train to Cry” is supported by the accompaniment of the assembled band. Dylan’s acoustic guitar starts off the track with a country feel. We’re in Hank Williams territory here, but without the country music standard musical tropes of fiddle and steel guitar, which are replaced with barrelhouse piano, Dylan’s harmonica, and Mike Bloomfield’s ghostly electric lead guitar fills. After Dylan sings the final line, the band keeps playing in an extended outro. There’s no lead instrument during the outro, the electric lead guitar, the piano, the harmonica all take turns. They know they are playing gorgeous, subtle music, and they don’t want it to end. It has the same feel as the full-band playing during sections of Time Out of Mind, recorded more than 30 years after “It Takes a Lot to Laugh, It Takes a Train to Cry.” Compare the final moments of the song in question with “Standing in the Doorway.” Both are the sound of bands who have found the exact right feel and instrumental balance needed for the song. It’s a joy, and they don’t want to stop what they are playing.

The title – “It Takes a Lot to Laugh, It Takes a Train to Cry” – is both funny and poignant. In 1965, it was daring as well, though even today we’re not lucky enough to get song titles like this. Waylon Jennings once named a song “Are You Sure Hank Done It This Way”; I believe Hank would have paid a lot of money to have come up with a title and a song like that. 

On 1991’s The Bootleg Series Volumes 1–3 (Rare & Unreleased) 1961–1991, Dylan released an alternate version of “It Takes a Lot to Laugh, It Takes a Train to Cry.” It’s an earlier version of the song, supposedly with the title “Phantom Engineer.” The arrangement is much faster, built around a monster rock ‘n roll riff with a different and weaker set of lyrics. Bloomfield is wailing away and playing guitar hero on this cut. It is evident that Dylan is having fun as he yells “All right!” before the big guitar solo and even laughs on mic before the song ends. This arrangement is not dissimilar to “From A Buick 6” from the same album or could fit next to the early rock ‘n roll electric cuts on Bringing It All Back Home, Dylan’s previous album. Sensing that he needed a different statement with this song, we see the transition from “Phantom Engineer” to “It Takes a Lot to Laugh, It Takes a Train to Cry” by adjusting the arrangement and rewriting the lyrics to fit the new slowed down tempo and feel. 

Dylan has returned to the song many times in concert. With a few exceptions, the song is played fast, though keeping the words from the slower version. On the 50th Anniversary Collection 1965 box set, we hear Dylan play it live for the first time. This is the infamous electric set at the 1965 Newport Folk Festival in which the folkies started booing and Pete Seeger reportedly tried to cut the sound with an axe. Dylan rushed through three ragged, barely rehearsed songs, ending with “It Takes a Lot to Laugh, It Takes a Train to Cry” then we hear him say to the band: “Let’s go, man, that’s all.” Dylan only returned to the stage after Johnny Cash convinced him by saying “Sing them a song, son.”

The next time Dylan performed the song live was at The Concert for Bangladesh in 1971. Dylan played both performances with a simple accompaniment of Leon Russell on bass, George Harrison on guitar, and Ringo Starr on tambourine. Ringo becomes Mr. Tambourine Man! For “It Takes a Lot to Laugh, It Takes a Train to Cry,” Dylan returns to the slower arrangement, and it’s gorgeous. The sound of this performance would not sound out of place on John Wesley Harding.

Dylan played the song many times during the Rolling Thunder Revue tour, always in the up-tempo format. A version from Boston 1975 was released on The Bootleg Series Vol. 5: Bob Dylan Live 1975, The Rolling Thunder Revue:

Trickster Bob provides the following introduction: “Here’s an autobiographical song.” Even though the song was written 10 years before, its autobiographical nature is still true for Dylan as he gleefully yells that his gal looks fine as she’s “CHASING AFTER ME.”

Dylan has performed “It Takes a Lot to Laugh, It Takes a Train to Cry” many times during his so-called Never Ending Tour, and it has been covered by a number of artists. The most notable cover is by Yo La Tengo off of the 2020 EP Sleepless Night, though the performance dates back to the turn of the millennium:

The musical background is a spooky drone. There’s no percussion, but there is a persistent hum. Ira Kaplan provides lead guitar fills that echo and yet erase Bloomfield’s lead guitar fills from Dylan’s original released version. Georgia Hubley’s vocals are whispery and haunting, recalling the eerie and unforgettable musical performances by Julee Cruise on the Twin Peaks soundtrack.

Twin Peaks is a good reference point for this performance as it sounds as though Laura Palmer – the character around which Twin Peaks is centered – is singing the song. The lyrics are still representative of sexual frustration, but there’s a yearning in the vocals for something more, an escape from her town, or even an escape from her life. At the 2:43 mark, just as Hubley is singing the last line “When your train gets lost,” the train slips off the tracks. The vocals become distorted, the music dissipates and slips into something else. Everything gets questioned. Where am I? Who am I? What year is this? Yo La Tengo has ensured that the train will remain lost forever, and nothing will be the same.

Photo by Scott Bunn

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