Liner notes:

Bob Dylan - vocals, guitar and harmonica
* Joan Baez - vocals on Disc 2, tracks 4, 5, 6 & 7
All songs written by Bob Dylan except "Silver Dagger," traditional,
arranged by Joan Baez and Bob Dylan

credits

Recorded October 31, 1964 at Philharmonic Hall, New York City

Original concert recording supervised by Tom Wilson
Produced by Jeff Rosen and Steve Berkowitz
Mixed by Michael H. Brauer
Assisted by Nat Chan
Mixed at Quad Studios, NYC
Mastered by Greg Calbi at Sterling Sound, NYC
Tape Research by Didier Deutsch
Art direction by Geoff Gans
Photography — Douglas R. Gilbert, Daniel Kramer, Hank Parker/Sony Music Archives
Product Manager — Lisa Buckler
Legacy recordings — Jeff Jones, Adam Block
Production team — Diane Lapson, Debbie Sweeney, Lynne Okin Sheridan, Robert Bower

Special thanks: Don Ienner, Will Botwin, John Ingrassia, Larry Jenkins, Tom Donnarumma, Tom Cording, Eddie G., Mark Specter, Jay Cocks, Chelsea Hoffman, Jessica Cohen

Extra special thanks: Jeff Kramer

Original signed programme reproduced courtesy of Pete Howard.
Original event poster reproduced courtesy of Paul Wultz.

Notes by Sean Wilentz

On Halloween night, 1964, a twenty-three-year old Bob Dylan spellbound an adoring audience at Philharmonic Hall in New York. Relaxed and high-spirited, he sang seventeen songs, three of them with his guest Joan Baez, plus one encore. Many of the songs, although less than two years old, were so familiar that the crowd knew every word. Others were brand new and baffling. Dylan played his heart out on these new compositions, as he did on the older ones, but only after an introductory turn as the mischievous tease.

"This is called 'A Sacrilegious Lullaby in D minor,'" he announced, before beginning the second public performance ever of "Gates of Eden."

He was the cynosure of hip, when hipness still wore pressed slacks and light-brown suede boots (as I remember he did that night). Yet hipness was transforming right on stage. Dylan had already moved on, well beyond the most knowing New Yorkers in the hall, and he was singing about what he was finding. The show was in part a summation of past work and in part a summons to an explosion for which none of us, not even he, was fully prepared.

"Because Dickens and Dostoevsky and Woody Guthrie were telling their stories much better than I ever could, I decided to stick to my own mind" — Bob Dylan, 1963.

The world seemed increasingly out of joint during the weeks before the concert. The trauma of John F. Kennedy's assassination less than a year earlier had barely abated. Over the summer, the murders in Mississippi of the civil rights workers James Chaney, Andrew Goodman, and Michael Schwerner had created traumas anew. President Lyndon Johnson managed to push a Civil Rights Bill through the Congress in July 1964; by early autumn, it seemed as if he would trounce the arch-conservative Barry Goldwater in the coming election. But in August, Johnson received a congressional blank check to escalate American involvement in the Vietnam conflict. On a single day in mid-October, Soviet leader Nikita Krushchev was overthrown and Communist China exploded its first atomic bomb. A hopeful phase of the decade was quickly winding down, and a scarier phase loomed.

Dylan's style and his art were changing too, with an accelerating and bewildering swiftness befitting the times. In December 1963, Dylan had offended a leftist New York audience by accepting a free-speech award with some atrociously-wrought, off-the-cuff remarks about hypocrisy, youthful alienation, and how he saw a bit of himself in Lee Harvey Oswald. Proclaimed by the leftists as the latest incarnation of Woody Guthrie, a new political cult hero, Dylan had seemed uncomfortable, pleased to be honored but unwilling to accept the heavy mantle that all of these old people, for their own reasons, wanted to thrust upon him; and so, ambivalent and easily misunderstood, he thrust it back. The singer offended even more people the following summer with the release of Another Side of Bob Dylan—an album devoid of the fixed moral standpoint in his earlier protest self, and containing instead songs of personal freedom, whimsy, and wounded love. In the wake of the Beatles' take-over of American top-40 radio, some members of the older Popular Front folk establishment shook their heads in dismay at what was becoming of their new Woody Guthrie. One folk commissar, writing in the respected Sing Out! Magazine, would sneer at Dylan as a political sell-out and try to force him into line, warning him not to turn into "a different Bob Dylan than the one we knew." Little did he know that Dylan was not simply becoming different; he was also listening to the Beatles.

Dylan has since recalled how much the criticism of Another Side stung, and how proud he was when, out of the blue, Johnny Cash wrote a stern letter to Sing Out! in his defense. (To this day, Dylan says, he's held on to his copy of the magazine with Cash's letter in it.) But at the time, he outwardly betrayed no injured feelings and kept on writing and performing in his new vein. The great majority of his fans, especially his younger fans, seemed to approve. At the Newport Folk Festival in July, two weeks before Another Side appeared, he stuck almost entirely to playing new material, along with one as-yet-unrecorded song that he introduced to an afternoon workshop session as "Hey, Mr. Tambourine Man, Play a Song For Me." The response was rapturous. Dylan was still the great folk-music star, a phenomenon like no other, no matter what he sang.

For most of the loyalists, the shifts in Dylan's style (unlike in the rest of the world) were not disturbing. Amid the English Rock Invasion, Dylan still stood on stage alone, singing and playing with nothing more than his guitar and his rack-clamped harmonica. When he wasn't alone, he sang, at Newport and elsewhere, with Joan Baez, whose presence and endorsement of Dylan's new songs eased our own transition. Dylan's politics actually hadn't disappeared, but had only become less preachy and much funnier, as in the joke-saga, "Motorpsycho Nitemare," on Another Side. Dylan had always sung intensely personal songs. His most powerful earlier political material often involved human-sized stories, like "The Lonesome Death of Hattie Carroll." And amid the disorientation of late 1963 and 1964, who was to say that a turn to introspection was out of place?

The Beatles, with their odd chords and joyful harmonies, were great, but what was "She Loves You" compared to the long-stemmed word imagery in "Chimes of Freedom"? Who else but Dylan would be brainy enough and with-it enough to toss off allusions in his songs to Fellini films and Cassius Clay? To his fans, he may have been evolving, but so were we; and the Bob Dylan we now heard and saw seemed basically the same as the Bob Dylan we knew, only better. Looking back on it, we probably had no more of a clue about where he was headed than the Sing Out! writer did. But at the time, for those of us who wanted to be as close to the blade's edge of the avant-garde as possible—or as close as we dared—Dylan could do no wrong.

"I don't want to fake you out,
Take or shake or forsake you out,
I ain't lookin' for you to feel like me,
See like me or be like me" — Bob Dylan, 1964.

That Dylan's management booked Philharmonic Hall for its star's biggest show of the year was testimony to his allure. Opened only two years earlier as the first showcase of the neighborhood-killer Robert Moses' new Lincoln Center for the Performing Arts, Philharmonic Hall (now Avery Fisher Hall) was, with its imperial grandeur and bad acoustics, the most prestigious auditorium in Manhattan—or for that matter in the entire country. Within two years of releasing his first album, Dylan's New York venues had shot ever upward in cachet (and further uptown), from Town Hall to Carnegie Hall and now to the sparkling new home of Leonard Bernstein and the New York Philharmonic. When the expectant audience streamed out of the grungy old mosaic-tiled IRT subway stop at 66th Street, and then crammed into the cavernous gilded theater, it must have looked to the uptowners (and the ushers) like a bizarre invasion of the hipster beatnik young.

As if to make sure that we knew our place, a man appeared on stage at show time to warn us that there would be no picture-taking or smoking permitted in the house. Then, like Bernstein striding to his podium, Dylan walked out of the wings, no announcement necessary, a fanfare of applause proclaiming who he was. He started the concert, as he normally did, with "The Times They Are A-Changin.'" Here we all were, the self-consciously sensitive and discerning, settling in—at a Dylan show like any other, whatever the plush surroundings. Two hours later, we would leave the premises and head back underground to the IRT, exhilarated, entertained, and ratified, but also confused about the snatches of lines we'd gleaned from the strange new songs. What was that weird lullaby in D minor? What in God's name is a perfumed gull (or did he sing "curfewed gal")? Had Dylan really written a ballad based on Arthur Koestler's Darkness at Noon? The melodies were strong; and the playing on the "darkness" song had been ominous and overpowering, but it had all moved so fast that comprehension was impossible. It had turned into a Dylan show unlike any we'd ever heard or heard about.

Thanks to an excellent tape, presented here for the first time in its entirety, it is now possible to appreciate what happened that night — not just in what Dylan sang, but in what he said, and in the amazing audible rapport he had with his audience.

The show was divided in two, with a fifteen-minute intermission. The first half was for innovation as well as for some glances at where Dylan had already been. Two of the most pointedly political older songs, interestingly, had never been issued on record, but the audience knew them anyway, and responded enthusiastically.

Back in May 1963, Dylan had been booked on the Ed Sullivan Show, the premier Sunday night television variety program, where Elvis Presley had made three breakthrough appearances seven years earlier and had agreed, on the final show, to be shown performing only from the waist up. The downtown Irish traditional folk group the Clancy Brothers and Tommy Makem had appeared on Sullivan twice, vastly enlarging their following. (They played Philharmonic Hall a year before Dylan did.) The Limelighters, the Lettermen, the Belafonte Folk Singers, and other folk acts had also performed on the Sullivan program; in March 1963, Sullivan hosted the popular Chad Mitchell Trio. For Dylan, an edgy topical singer, playing the Ed Sullivan Show would mean huge exposure. He chose as his number the satirical " Talkin' John Birch Society Blues."

(For those too young to remember: the John Birch Society, which still exists, was notorious as a hard-right political group that saw Communist conspiracies everywhere. The Mitchell Trio had enjoyed a minor hit with its own mocking song, "The John Birch Society," in 1962.)

Upon hearing Dylan's selection at the rehearsal, just before air time, a CBS executive turned cold and, over Sullivan's objections, ordered him to sing something less controversial. Unlike Presley, Dylan would not be censored and he refused to appear. Word of his principled walk-out burnished Dylan's reputation among his established fans, old and young. Little did we know that the song had also been dropped, along with three others, from the original version of Freewheelin.'

Dylan included the banned number on his 1964 Halloween program, introducing it, with a mixture of defiance and good humor, as "Talkin' John Birch Paranoid Blues"—a title that now seemed to cover the craven mainstream media as well as the right-wing extremists who were currently thumping their tubs for their favorite, Senator Goldwater. It was a thrilling moment for us in the audience, getting to hear what CBS had forbidden the nation to hear while also exulting in our own political righteousness against the forces of fear and blacklisting.

"Who Killed Davey Moore?," the other older political song, was about the death of a young featherweight boxer who, after losing a title bout to Sugar Ramos in 1963, fell into a coma and died. The incident sparked public debate about whether boxing should be banned in the United States. It also inspired the political songwriter (and Dylan's rival) Phil Ochs to compose a narrative song, describing in detail the flying fists and pouring sweat inside the ring and the "money-chasing vultures" and blood-lusting fans outside it. Dylan's musical take on the episode was at once simpler—a reworking of the ancient "Who Killed Cock Robin?" theme —and more complex, pointing out the many people who bore responsibility for Moore's death and reciting their lame excuses.

On the concert tape, the audience's instant adulatory reaction stands out most of all. As soon as Dylan sings "Who killed…," the cheering starts. Although Dylan had not recorded the song, he had been performing it in concert as early as his Town Hall show in April 1963, less than three weeks after Davey Moore died. It was a time, one now remembers, when a folk singer, at least this one, could have a song of his achieve wide currency without even putting it on a record, let alone getting it played on the radio.

Another response to "Davey Moore" also stands out on the tape, when Dylan comes to the line about boxing no longer being permitted in Fidel Castro's Cuba. Listen closely, and you will hear some scattered applause approve the sentiment. Maybe some of the Sing Out! old guard was in the audience— momentarily, but just momentarily, encouraged. Certainly there were younger people there, the red-diaper babies and other politicals, who still wanted to hold onto Dylan as the troubadour of the Revolution.

Dylan, however, would not be type-cast as anything, and even his rendering of "Davey Moore" tugged in other directions. "This is a song about a boxer," he said before he sang it. "It's got nothing to do with boxing, it's just a song about a boxer really. And, uh, it's not even having to do with a boxer, really. It's got nothing to do with nothing. But I fit all these words together, that's all." The irreverent introduction undercut solemnity, even though some people wanted and expected solemnity. (Others in the audience did not, and made that clear in their impromptu badinage with the singer.) Dylan's laughter in the middle of his introduction even sounded a little intoxicated. Was he aglow from drinking Beaujolais—we all knew Dylan drank Beaujolais—or maybe, even cooler, had Dylan been smoking pot? Perhaps he was intoxicated in a different way, giddy from the hall and the affectionate crowd and the joy of being back in his adopted hometown after weeks of playing the college circuit. No matter: his mellow, at times merry mood was infectious, and it had nothing to do with sermonizing.

It did have something to do with sex. Nobody in the audience had yet heard "If You Gotta Go, Go Now;" and its sly, rollicking account of an it's-now-or-never seduction sent everybody into stitches. Coming after "Gates of Eden," it was a bit of comic relief, but hip comic relief. In the song, the singer knows very well that the object of his affections is no virgin. Casual sex is no longer taboo; the repression surrounding this part of life has lifted. What Presley had done with his pelvis, Dylan was doing with his words—coy, conversational, and comical, feeding the youth conspiracy of sons and daughters who were (or wanted to be) beyond their parents' command.

Sometimes, the audience knew Dylan's words better than he did. Nearing the end of the show's first half, Dylan strummed his guitar but completely forgot the next song's opening line. As if he were performing at the Gaslight down in Greenwich Village and not in Philharmonic Hall, Dylan asked the audience to help him out, and it did. On the tape, two voices, unmistakably New York voices, carry above all the others, one rapidly following the other with the cue: "I can't understand...." The song, "I Don't Believe You (She Acts Like We Never Have Met)" had appeared on Another Side less than three months earlier, but his fans knew it so well that it might have been "Pretty Peggy-O." (It may have even have been more familiar to most of the audience than "Pretty Peggy-O.") Dylan, a master of timing, did not miss a beat, picked up the line, and then sang the song flawlessly.

Between these funny moments, Dylan introduced his new masterpieces, "Gates of Eden" and "It's Alright Ma (I'm Only Bleeding)," calling the latter, "It's All Right Ma, It's Life and Life Only." These songs have become such iconic pieces over the intervening decades, their twisting images so much a part of a generation's sub-conscious, that it is difficult to recall what they sounded like when heard for the first time, and in concert. Dylan knew that they were special, and that they would fly over his listeners' heads the first time around. He even joked about that on stage. (On the tape, some laughter greets Dylan announcement of "It's All Right Ma," as if the song title is a put-on; and he pipes up, "Yes, it's a very funny song.") During these performances, the audience was utterly silent, trying at first to catch the words, but finally bowled over by the intensity of both the lyrics and Dylan's playing, even when he muffed a line. We would not get the chance to figure the songs out for another five months, when they appeared on Bringing It All Back Home—and even then it would take repeated listenings for any of it to make sense. At the time, it just sounded like demanding poetry, epic poetry (each went on for what seemed like Homeric length), proving once again that Bob Dylan was leading us into new places, the whereabouts unknown but deeply tempting.

The evening's second half brought us back to familiar ground: songs from Freewheelin' and The Times They Are A-Changin', and three duets with Joan Baez. (Baez also sang "Silver Dagger," accompanied by Dylan on the harmonica.) Dylan and Baez—the king and queen of the folk movement, known to be lovers — had been performing together off and on for well over a year. Baez had brought Dylan to the stage during several of her concerts, including one at Forest Hills in August, and now Dylan was returning the compliment. They sang of desire, rejected desire, and American history, their harmonizing ragged in places, but with an ease between them that further mellowed the mood even as it upped the star wattage on stage. Plenty has been made since about Dylan and Baez's relationship in these years, some of it unflattering to one or the other or both of them. Much as the Kennedys' Camelot would have its debunkers, so the magical kingdom we conjured up around Bob Dylan and Joan Baez would come crashing down. Nearly forgotten, however — but captured on the Philharmonic tape, even in that night's laid-back, knockabout performances — have been the rich fruits of their singing collaborations. Joan always seemed, on stage, the earnest, worshipful one, overly so, in the presence of the Boy Genius; and Bob would sometimes lightly mock that earnestness, as he does between songs here. But when singing together, they were quite a pair, his nasal harshness mingling wonderfully with her silken coloratura, their harmony lines adding depth to the melodies, their sheer pleasure in each other's company showing in their voices.

Listening to the tape, my favorite duet from the Philharmonic show is "Mama, You've Been On My Mind." Baez sings "Daddy" instead of "Mama." Then, during one of the brief instrumental interludes, she interjects a "shooka-shooka-shooka, shooka-shooka"—nothing one would expect from the Folk Queen, something more pop or even rock 'n' roll than folk music. Was our Joan listening to the Beatles, too? I don't recall hearing this at the time, but now it sounds like another little portent of things to come.

Dylan closed, solo, with his encore. The singer and audience were by now as one; shouted requests filled the air, for "Chimes of Freedom," for anything, even for "Mary Had a Little Lamb." "God, did I record that?" Dylan joked back, basking in the revelry. "Is that a protest song?" He chose "All I Really Want to Do," another crowd-pleaser from Another Side. Was this a secret sweet envoi to Joan Baez? Was it a gentle envoi to us, or the part of us that wanted to make of Dylan, in our own way, something more than he could possibly be?

During the first half of the concert, after singing "Gates of Eden," Dylan got into a little riff about how the song shouldn't scare anybody, that it was only Halloween, and that he had his Bob Dylan mask on. "I'm masquerading!" he joked, elongating the second word into a laugh. The joke was serious. Bob Dylan, né Zimmerman, brilliantly cultivated his celebrity, but he was really an artist and entertainer, a man behind a mask, a great entertainer, maybe, but basically just that—someone who threw words together, astounding as they were. The burden of being something else — a guru, a political theorist, "the voice of a generation," as he facetiously put it in an interview a few years ago — was too much to ask of anyone. We in the audience were asking him to be all of that and more, but Dylan was slipping the yoke. All he really wanted to do was to be a friend, if possible, and an artist writing and singing his songs. He was telling us so, but we didn't want to believe it, and wouldn't let him leave it at that. We wanted more.

"Don't follow leaders,
Watch the parking meters" — Bob Dylan, 1965.

Less than three months after the Philharmonic Hall concert, Bob Dylan showed up at Columbia Records' Studio A in Manhattan for the second session of recording Bringing It All Back Home — and he brought with him three guitarists, two bassists, a drummer and a piano player. One of the first songs they recorded was "Subterranean Homesick Blues," a Chuck Berryish rock number, less sung than recited, about lures, snares, chaos, and not following leaders. That spring, Dylan would tour England and return to his acoustic playlist, but the film made of that tour, Don't Look Back, shows him obviously bored with the material. The new half-electric album appeared in March; by mid-summer, "Like a Rolling Stone" was all over the radio; and in late July came the famous all-electric set at Newport that sparked a civil war among Dylan's fans. He was no longer standing alone with his guitar and harmonica. The pleasant joker now wore sinister black leather boots and a shiny matching jacket. No more Joan Baez. A bit of the old rapport reappeared when Dylan was coaxed back onstage to play some of his acoustic material. "Does anybody have an E harmonica, an E harmonica, anybody?" he asked — and E harmonicas came raining out from the crowd and thumped onstage. But now the envoi was unmistakable, as Dylan serenaded the folkies with "It's All Over Now, Baby Blue," as well as "Mr. Tambourine Man." A year after that — with the Vietnam war tearing the country apart, urban ghettos beset by arson and riots, and conservative backlash coming on strong — Dylan would suffer his famous motorcycle crack-up, concluding the wild period when he pushed his innovations to the limit with Blonde On Blonde and with his astonishing concerts with the Hawks, not least the "Judas" show in Manchester, England, re-captured now on Live 1966.

Live 1964 brings back a Bob Dylan on the cusp of that turmoil. It brings back a time between his scuffling sets at the downtown clubs and his arena-rock tours of the 1970s and after. It brings back a long gone era of intimacy between performer and audience, and the last strains of a self-aware New York bohemia before bohemia became diluted and mass marketed. It brings back a Dylan moment just before something that Pete Hamill (on the liner notes to Blood On the Tracks) called "the plague" infected so many hopes, and destroyed an older America sung of by Guthrie and, in prose, by Jack Kerouac—and by Dylan as well, who somehow survived. Above all, it brings back a great concert by an artist performing at the peak of his powers—one who would climb many more peaks to come.

—Sean Wilentz, Princeton, December 2003.

Sean Wilentz, the distinguished historian and writer, is the author of several books, including Chants Democratic as well as, forthcoming, The Rise of American Democracy and a book about American ballads, co-edited with Greil Marcus. He has dim boyhood memories of Bob Dylan in and around the old Folklore Center on MacDougal Street in Greenwich Village, not far from his family's bookstore on 8th Street. At 13, he attended the Halloween 1964 concert at Philharmonic Hall, his first Dylan show. He also writes regularly for The New Republic, The New York Times, and other publications.