Bob Dylan’s best songs: Changing Of The Guards


Sixteen years
Sixteen banners united over the field
Where the good shepherd grieves
Desperate men, desperate women divided
Spreading their wings ’neath the falling leaves
~Bob Dylan, Changing of The Guards

They do. Changing Of The Guards is a thousand years old. Woody Guthrie said he just picked songs out of the air. That means that they were already there and that he was tuned into them. Changing Of The Guards might be a song that might have been there for thousands of years, sailing around in the mist, and one day I just tuned into it. Just like Tupelo Honey was floating around and Van Morrison came by.
~Bob Dylan (to Jonathan Cott, September 1978)

… the title is brilliant, as is the phrase that leads into it (“Or else your hearts must have the courage for the changing of the guards”). The rhythm and melody are original and powerful; and Dylan’s use of the back-up singers to echo his words at strategic moments throughout each verse is a marvelous device, effective and haunting. The fade-in at the start, followed by the first words of the song-“Sixteen years,” intriguing in any case and neatly self-referential to those listeners who know how many years it’s been since Dylan’s first album came out, since he started his publicjourneypromises something really special; the storytelling structure of the song, mixing political and romantic intrigue, rich imagery, and fascinating setting, singer slipping neatly between first and third person narrative, seems more than adequate to deliver on the promise.
~Paul Williams (Bob Dylan: Performing Artist, Vol 2: The Middle Years 1974-1986)


  1. Facts
  2. Lyrics
  3. Live versions

@#22 on my list of Bob Dylan’s top 200 songs.


bob dylan street-legal


Changing of the Guards” is a song written by Bob Dylan, released in 1978 as a single and as the first track on his album Street-Legal. As an A-side single it failed to reach the Billboard Top 100. However, the song has been included on compilation albums: Bob Dylan’s Greatest Hits Volume 3, released in 1994, and the Deluxe Edition of Dylan, released in 2007.

A slightly longer mix of “Changing of the Guards”, including an extended fade, was included on editions of Street-Legal released in 1999 and 2003.

Known studio recordings:

  • Rundown Studio,
    Santa Monica CA,
    April 25 + 27, 1978.
    3rd Street-Legal session, produced by Don DeVito.
    Bob Dylan (guitar & vocal), Billy Cross (guitar), Steven Soles (guitar), Jerry Scheff (bass), Ian Wallace (drums), Helena Springs, Jo Ann Harris, Carolyn Dennis (background vocals), David Mansfield (mandolin), Steve Douglas (alto saxophone).


  • First known performance – Paris, July 5, 1978.
  • It has been performed 69 times live – last performance: Hollywood Sportatorium, Hollywood, Florida – 16 December 1978.
  • Only performed in 1978

bob dylan 1978



I have new songs now that are unlike anything rve ever written … I
mean, unlike anything I’ve ever done. You couldn’t even say Blood on the
Tracks or Desire have led up to this stuff – … it’s that far gone, it”s that far
out there.
~Bob Dylan (to Ron Rosenbaum, November 1977)


Sixteen years
Sixteen banners united over the field
Where the good shepherd grieves
Desperate men, desperate women divided
Spreading their wings ’neath the falling leaves

Fortune calls
I stepped forth from the shadows, to the marketplace
Merchants and thieves, hungry for power, my last deal gone down
She’s smelling sweet like the meadows where she was born
On midsummer’s eve, near the tower

The cold-blooded moon
The captain waits above the celebration
Sending his thoughts to a beloved maid
Whose ebony face is beyond communication
The captain is down but still believing that his love will be repaid

They shaved her head
She was torn between Jupiter and Apollo
A messenger arrived with a black nightingale
I seen her on the stairs and I couldn’t help but follow
Follow her down past the fountain where they lifted her veil

I stumbled to my feet
I rode past destruction in the ditches
With the stitches still mending ’neath a heart-shaped tattoo
Renegade priests and treacherous young witches
Were handing out the flowers that I’d given to you

The palace of mirrors
Where dog soldiers are reflected
The endless road and the wailing of chimes
The empty rooms where her memory is protected
Where the angels’ voices whisper to the souls of previous times

She wakes him up
Forty-eight hours later, the sun is breaking
Near broken chains, mountain laurel and rolling rocks
She’s begging to know what measures he now will be taking
He’s pulling her down and she’s clutching on to his long golden locks

Gentlemen, he said
I don’t need your organization, I’ve shined your shoes
I’ve moved your mountains and marked your cards
But Eden is burning, either brace yourself for elimination
Or else your hearts must have the courage for the changing of the guards

Peace will come
With tranquillity and splendor on the wheels of fire
But will bring us no reward when her false idols fall
And cruel death surrenders with its pale ghost retreating
Between the King and the Queen of Swords

lyric variations

The published lyric has always printed line four of the penultimate
verse as ‘But Eden is burning, either brace yourself for elimination’,
though Dylan sings ‘get ready for elimination’, both on the album and
in performance.
~Clinton Heylin (Still on the Road: The Songs of Bob Dylan Vol. 2, . 1974-2008)

Live versions

Blackbushe Aerodrome
Camberley, England
15 July 1978

Municipal Auditorium
Nashville, Tennessee
2 December 1978

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