Changing Of the Guards

“Changing of the Guards”, Bob Dylan 1978

Lyrics | Analysis | Recordings


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 tranquility 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.


“Changing of the Guards” Michael Gray Weekend Dylan Symposium October 11-13, 2015 Short Talk by Richard Keshen

Dave Van Ronk, a folk singer and friend of Dylan in the early 1960s, said:

“I once asked Bobby: Have you ever heard about Rimbaud, the French Symbolist poet?” Dylan said, “Who?” I repeated “Rimbaud”. R-I-M-B-A-U-D. You really ought to read him,”… Much later, I was up at his place ….On his shelf I discovered a book … [containing many of Rimbaud’s poems] that had obviously been thumbed through over a period of years! …. I didn’t mention Rimbaud to Dylan again until I heard his “A Hard Rain’s A-Gonna Fall”… I said to Bob: You know, that song of yours is heavy in symbolism, don’t you?’
He said “Huh?”

Dylan’s “Huh” was (at least partly) sincere. Dylan has a remarkable ability to absorb images from books, movies, and everyday talk; and then to transmute these images, often conveying symbolic meaning, into songs. When he writes these songs, however, Dylan doesn’t necessarily fully understand, I believe, what the symbols mean; nor, it seems, is he able to articulate their meaning in retrospect (when has Dylan ever shed light in an interview on any of his songs?). The emotional power of Dylan’s images work at a subconscious level, both for him, the creator, and us, the listener. Sometimes we are able to clarify the images, other times not. Even when an image or symbol remains intractable, we can still be moved by it. Images (like wordless music) can speak directly to our hearts and minds without our fully being able to say why.

Over many years, I’ve been moved by “Changing of the Guards” without fully being able to say why. Now I’ve sat down and tried to understand the images and symbols in the song; and to share my thoughts with you.

On the surface, “Changing of the Guards” is very specific to Dylan’s life. We are in the mid to late 1970’s. In both his career and his marriage, Dylan is at turmoil. He hates the celebrity that has been forced upon him. His marriage, which had produced 4 children, will soon break up. Under the influence of a back-up singer in his band, he’s about to convert to evangelical Christianity. He will eventually attend bible school (he got straight A’s). Under the influence of this new, born-again life, he will produce in the early 1980s two Christian albums (Slow Train Coming and Saved). Then, very soon, in the albums that follow (Infidels and Shot of Love), there is religious doubt: “I hear the ancient footsteps like the motion of the sea/Sometimes I turn, there’s someone there, and sometimes it’s only me”, as he says in “Every Grain of Sand”. Soon he is no longer an evangelical Christian, though the framework of a judging god, a soul and an afterlife are constant throughout his life. Later, when asked about formal religious belief as found in church or synagogue, he says “For me now it’s all in the music” (yea, I say).

It’s a mistake, and will ruin your ability to understand “Changing of the Guards”, if you see the song only within a Christian perspective. You must absorb the song to your own perspective, Christian or not, and hear it as about spiritual and moral transformation. To use necessary, but dangerously clichéd, words: Changing of the Guards”, at its most universal, is about self-transformation from alienated to authentic life.


Changing of the Guard – when the guards change, there is a regime change. Dylan is undergoing such a change—from celebrity and the market to God and Christianity.

Sixteen years – He arrived in NYC 16 years previous to the writing of the song, at the age of 20. His celebrity began shortly thereafter.

Good Shepherd grieves – Jesus, Dylan, us? The fluidity of the symbols.

Desperate men, desperate women spreading their wings, ‘neath falling leaves – men and women trying to rise and soar like birds or angels, but smothered by falling (dead) leaves (our culture’s values)

I stepped forth from the shadows to the marketplace – Dylan moves from obscurity to fame—record companies, managers, fans, etc. (the marketplace)

my last deal gone down – latest record deal signed

She’s smelling sweet – Dylan’s wife

The captain waits above the celebration – God, Jesus, Dylan (again the fluidity of the symbols) observes the fray like the impersonal moon.

Sending his thoughts to a beloved maid/Whose ebony face is beyond communication – God/Jesus sending his message to the woman who influenced Dylan’s conversion. She was a black back-up singer (ebony face) in his band. Also, Dylan may also be referring to his wife who is drifting away from him, and so “beyond communication”. In this interpretation, “The captain” is also Dylan.

The captain is down but still believing that his love will be repaid – the Captain (Jesus— hoping his love will be repaid through changing human’s hearts) and also Dylan hoping his wife will join him on his religious journey

They shaved her head/She was torn between Jupiter and Apollo – crass culture of the day has corrupted his wife through “pagan” enticements—Jupiter representing power, Apollo preoccupation with the sensual

A messenger arrived with a black nightingale -the Christian message is conveyed to Dylan through his back-up singer. Nightingales of course have beautiful voices.

I stumbled to my feet/I rode past destruction in the ditches/With the stiches still mending beneath a heart shaped tattoo – Dylan is stunned by the Christian message, and he sees more clearly the corruption of the secular world—here using images from the Bible—e.g. “destruction in the ditches…”

Renegade priests and treacherous young witches/ Were handing out flowers that I’d given to you – the love songs that Dylan had written for his wife have been co-opted by the marketplace and so corrupted

The palace of mirrors……Where memory is protected – memory, both personal and societal, where there is both empty despair but also intimations of something better and possibly transformative. The analogy of the mind as a room of mirrors. “Dog soldiers” may mean Indian braves, they being part of America’s social memory.

She wakes him up/Forty-eight hours later – Dylan/Jesus have been dead to the ordinary world, or in a spiritual trance for two days, and then, after two days, the resurrection (out of the cave)

She begging him to know what measures he will now will be taking – his wife is anxious about this new, radical direction in Dylan’s life and whether she can follow him in his new path (she can’t).

Gentlemen, he said I don’t need your organization, I’ve shined your shoes…and marked your cards -Dylan’s turning his back on secular life and on the market and consumer driven world

But Eden is burning either brace yourself for elimination/Or else your hearts must have the courage for the changings of the guards – Eden is burning evokes the fall or corruption of humans, the turning of earth from a paradise into a place of sin and evil. Dylan is moving to a form of evangelical Christianity, it seems, in which salvation is an either-or, lose or take all proposition—or so his reading of the New Testament, especially the Book of Revelation tells him.

Did Dylan really believe this, or was he occupying a purely imaginative stance? We don’t know, and maybe he didn’t—much of his behaviour wasn’t consistent with this belief, and, several records later, he had given it up. Meanwhile, he wrote some powerful songs grounded in Christianity.

Peace will come/ With tranquility and splendor on the wheels of fire – here biblical image again “wheels of fire”—Ezeikel, 1.4 and Daniel: “wheels of fire” denotes divinity

But will bring us no reward when her false idols fall – there will be none of the usual rewards for good behaviour—e.g. wealth and fame

And cruel death surrenders with its pale ghost retreating – we are dealing with salvation and so immortality. One sees here too the influence of Ingmar Bergman’s films.

Between the King and Queen of Swords – reference to Tarot cards—death is overcome along with false modes of life (represented by the Tarot cards). Or the cards may represent wisdom’s engagement with the world.



Original Album Recording: Street-Legal 1978

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