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On A Rainy Afternoon/Does She Need Me?/I Can't Leave Her Behind

Written by 
Tabbed by 
Tuning: 

Filmed in an unknown hotel room during the 1966 tour, and saved for posterity on Eat The Document
Lyrics based on transcriptions by Tobias Levander (On a Rainy Afternoon) and Arild Langseth (I Can't Leave Her Behind), for the parts from the Genunine Bootleg Series and Eat the Document. For the most part, I have written words that more or less match the sounds I hear. I don't expect there to have been a fixed set of lyrics in the first place, and that the words are as improvised as the melody.

This is one of the most charming tunes that Dylan has never written -- too bad he didn't finish it. It is also a fascinating study in the development of song, and in Dylan's composing technique. I assume that the version called "On a rainy afternoon" or "Does she need me?" comes first, and the "twice as slow" version with the duple time rhythm that grows out of this is what appears in "I can't leave her behind".

Dylan's guitar is tuned in drop C (C-A-d-g-b-e'), capo fifth fret, Robbie's is in standard tuning.

The main transcription uses Robbie's guitar.

Chords 
Bbmaj7 = xx8765

 


On A Rainy Afternoon/Does She Need Me?

Dylan:

C   G/b  F/a   C   F  .  G7  .  C
You must [...] she will  for    you

Robbie: No, E. It’s better, it’s … [plays:

F  C  Dm  F  Bb  Am  Gm  C7  F  .  Bb  .  F

Dylan: OK, we’ll do that. I know what I can do and what I can’t do. Hey, get somebody with a pipe down here. OK, let’s get this one.
Robbie: My pipe is …, somebody has it.
Dylan: Let’s get this one, come on. Ready?

  F
  :     .     .     .       :
|-------1-----------------|---------
|-------1-----------------|---------
|-------2-----------------|---------
|-------3---------------3-|---------
|-----3-----3-----3-3h5---|---------
|-1----------/5-----------|-1-------
C                        F
Now she's walking in the morning               .     .     :
Bb      *)       F                       *) -------------------
Howlin' you come home                       -------------------
Bb       *)            F     C  Dm/a        -------------------
 I'll be on my way, so long, forlorn        -------3-5---3-----
    G          C7                           --/5---------------
You just can't go                           ---------------1---
       **)         F
I will get it if I have to                     :     .     .
Bb                        Bbmaj7        **) -------------------
 If I have to please come home              -------------------
Am7      Gm7     C          F     C7        -------------------
Try, but I'll be dry, and I crave you       -------------3-----
Dm  F Bb    Am  Gm   C7  F  .  Bb . F       -------3-3h5-------
If  I haunt you back all day                -3h5-----------1---

C        F
Carry my trouble,
Bb                  F
 yes you satisfy my mind
     Bb                    F     C    Dm/a
I'll try to tell you, if I can't come in
      G       C7
And I must stay true
                     F
I'll be happy in the morning
Bb                Bbmaj7 Am7    Gm7
 I try my best, I will   try to help you
     C          F     C  Dm
If I can, and I leave it too
F     Bb   Am         Gm  C7 F
But I just can't find you away
Bb               F
Won't some time away
|Dm .  . Bb |F Bb F
[Robbie hums]

[Dylan says something about the bridge]
Dylan: Play the bridge!
Robbie: No, I just did that.

|Dm .  Bb . |F Bb F .
[Dylan hums]

Dylan: Play the bridge again!

|Dm .  Bb G  |C7  /g  C7 .  |
[More humming]

Dylan: That’s not the bridge.
Robbie: Well, I know, it’s just those three chords.
Dylan: Oh, it’s got to start there, yes.

|Dm .  .  Bb  |F . . .

Dylan: Hey, something is wrong with the ending.
Robbie: […] stop this?
Dylan: No, keep going, we got to get it all. We’re gonna play it all anyway. The ending shouldn’t be … The ending should go like this – here’s how the melody should go, cause remember the melody now. Everything’s alright until the last phrase.

[changes the rhythm, from triple to duple time (6/8 to 2/4, more or less)]

C                          F
That's the way I think she told me [?]
Bb                F
Heart she bent on me [?]
Bb               F  C         Dm/a
 I'll be out all morning, for you
        G          C7
But you can't stop me
                      F
Yes, I try my best to please you
Bb                     Bbmaj7
 Try my best, but if I fail
Am7      Gm7        C7
You must help me to see you
     F
As I go by...

[Dylan: No, it’s twice as slow. Twice as slow. It’s too fast. Yeah, but it can go in there, man, but it’s just gonna be twice as slow as that. I’ll fit the words in, same words, but it’s gonna be twice as slow. Play every chord about twice as slow]

F . C  . |Dm     .  Bb  . |C7 . . . C7 . . .
F . .  . |Bbmaj7 .  .   . |F  . . .

Dylan: OK. let’s try it again.

     C                F
Now, if you send me a letter
Bb                           F
 I'll be on my way to get it for you
Bb                      F    C
 I'll be with my sister too
  Dm         G7         C7
I can't find me what to do
                               F
Yes, I've been trying to get a message
Bb                       Bmaj7 Am7
 To you, but you have to treat me
  Gm7           C7
I won't let her to
           F   C7 Dm/a
And then I try my best
   G7        C7
to hunt her, you..

[Tape fades out.]

Dylan’s guitar (capo 5th fret, dropped C tuning)

Fmaj7 = 003210.
Fmaj9 = 003213.
The chords in the end aren’t exactly what is being played, but it is what Robbie plays in the beginning, before the song begins.

          Fmaj7          C
Now she's walking in the morning
Fmaj7            C
Howlin' you come home
Fmaj7                  C     G7 Am
 I'll be on my way, so long, forlorn
    D          G7
You just can't go
                   C
I will get it if I have to
Fmaj9                     Fmaj7
 If I have to please come home
Em7      Dm7     G7         C     G7
Try, but I'll be dry, and I crave you
Am  C F     Em  Dm   G7  C  .  Fmaj7 . C
If  I haunt you back all day

I Cant Leave Her Behind

The chords are given according to Dylan’s guitar, played with a capo on the 5th fret.

 

   Dm7    G7         C   G7            
... and I just can't go, you
  F/c      C/g
I can't go through 
G7                F    F C/e Dm C  Csus4 C
I'm gonna keep on down 
        C
Tell me why 
         F                     C   
does she leave me I do not know 
F                             C
 well, she leaves me when she goes 
G Am    D          G7
I can't find her nowhere 

                   C
Whenever she comes back 
F                            Fmaj7
 it makes me hurt to see her cry 
Em7 Dm7        G7
 I  just can't write
    C G7 
but I just 
F        C
hurt someplace 
      G7                F     F C/e Dm C  Csus4 C
but I can't leave her behind 
         Am
Now, you  might think it's foolish 
                  Dm         F      C
now, it's true: I just can't find a way
[R: I'm sorry – Let's do it again]
         Am                Dm
Now, you  might think it's foolish 
[D: No, no! Try ...:]
        Am                C/g 
Now you  might think it's foolish 
   F           C
to be this way 


[Let me see if I ... if that’s right]
Am                 Bm
Might think it's a-foolish 


[D: No!!]
Am      B

Am               C/g
Might think it's foolish 
   F                             C       Csus4  C
to be this way and am I sane, to who? 


[D: Don't you have it?
 R: Do it again!]
          Am                C/g 
well, you  might think it's foolish 
   F                               C     Csus4  C
to be this way and I can't stay to her 
        Am                C/g     
and you  might think it's ugly     
[D: not G!]
      F             C
to go ranking up to rain
    C                                          G7
but I can't hide if you don't know what it was doing 

[...]
          C 
Well, she needs me here 
     F                           C
all aware, I just can't hear her walk 
F                      C    
 I just can't hear her talk, 
G   Am            D
but sometimes you know 
      G7
you will 


and when she comes my way 
F                              Fmaj7
I'll just be left any night or day 
Em     Dm           G
I will hear her say 
       C           G
that I don't wanna cry 
  Am            F
I tried all the time, 
      C           G     F       F  Em  Dm  C
but I can't leave her behind. 
        Am            C/g
I can't know what you hate
  F                          C     Csus4 C
I have to camp when I pamper you 


[R: You playing in G?
 D: I'm playing this here chord here; *I* don't know what it is!]
         Am            C/g
But your name, put you lone


[D: No, it's not that, it's a weird e minor chord]
         Am           C/g    [R plays Em, as instructed ...]
but your name but you know 
  F     
I just don't know 
              C
don't know to glow 

         Am        Em
but your name only feels 
[D: That's it! What was that?]
    Am             Em
... name would you please 
          F
cause you know 
                 Em      G    G6   G7
And I can't underpin the role 
     C
’n I told 
F                          C 
 but at times out of my way 
F                         C
 I just focus, hear me say 
     G7     Am    D7    G7 
that I just can't my if try 

                 C
but anything I'd might 
F                           Fmaj7
 If I don't make it, if you do 
Em7             Dm7 
I will swear to you 
G7     C     G7
that I don't cry,
Am    F 
try tonight 
      C       G  F     F Em7 Dm7 C
leave someone  behind 
[R: do the bridge!
 D: Huh?
 R: The Bridge]
          Am     Em 
Now she's  hit a wall 
F                C      Csus4 C
 Back when I was young 
           Am      Em 
But you're  headed out 
    F                              Em
but I just can't see no tears no one 
           C         G7
and she'll still be gone 
                    C
now when I hurt for you 
F                        C
 more than I hurt for anyone 
F                      C
 oh, now, baby, don't 
G    Am
want some 
 D7    G7
I just grow 

                    C
I swear, I trade to you 
F                             Fmaj7
 the whole wide world, if you won't 
Em7       Dm7     G7
take that I can't help you, 
      C   G
but I try to 
Am     F
day to you 
      C                G     F     F Em7 Dm7 C
but I just can't leave her behind 

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