This mystical cut in a minor key borrows a line from Geoffrey Chaucer's late 14th century work Canterbury Tales. "Nothing shocks me more than that old clown" is from the father of English prose's The Summoner's Tale.
A banjo can be heard on this song's mix. In an article published on Dylan's website, Bill Flanagan asked how he decided to put a banjo on a minor key blues. Dylan replied: "I think it probably came up at the studio. A banjo wouldn't be out of character though. There is a minor key modality to 'Forgetful Heart.' It's like 'Little Maggie' or 'Darling Cory,' so there is no reason a banjo shouldn't fit or sound right."
This song concludes with a couplet that many are calling one of Dylan's best ever: "The door has closed forevermore / if there ever was a door."