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The song was originally written for the soundtrack of the movie Midnight Cowboy, but wasn’t submitted in time to make the final cut. [2]
Phil Everly of the Everly Brothers has been quoted that Dylan offered them the song to record in the following way. The Everlys were appearing at the Bottom Line in New York, and after the show, Dylan went backstage to visit with them. Phil asked if Bob had any new songs they might record, and he said yes, there was one they could have. He picked up a guitar and sang, but so quietly that the Everlys could not clearly make out all the words, and thought they heard “lay lady lay, lay across my big breasts, babe.” Thinking it was a song about lesbians, Don Everly said “thank you, it’s a great song, but I don’t think we could get away with that”, and declined to record it.
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