Written on a trip to California with Joan Baez, Mimi Fariña ( Joan's Sister), and Richard Fariña, this song, along with "Lonesome Death Of Hattie Carrol," was the only other reported song on this trip. It's first live performance was with Joan Baez struggling to sing harmony.
Dylan wrote in the Biograph notes: "I wrote that on the West Coast, at Joan Baez's house. She had a place outside Big Sur. I had heard a Scottish ballad on an old 78 record that I was trying to really capture the feeling of, that was haunting me. I couldn't get it out of my head. I wanted lyrics that would feel the same way."
This song was recorded as a demo for "Times They Are A-Changin," Dylan's 1964 release, but was cut from the album.
The song's melody closely resembles the folk standard "The Water is Wide."
Dylan performed this both nights at his famous Carnegie Hall concert in 1963.