NOTE: Purchases through DVDBeaver's links to Amazon help keep us afloat and advertisement free! 


Directed by D.A. Pennebaker    

16mm, black-and-white

1.33:1 Full Frame

Dolby Digital 2.0 (monaural)

96 minutes


Reviewed by Richard Malloy (Al Brown)


I ain't lookin' to compete with you,

Beat or cheat or mistreat you,

Simplify you, classify you,

Deny, defy or crucify you...



Over the course of his seven-city, eight-show tour of the UK in April-May of 1965, Bob Dylan blazed an incandescent comet-trail stretching from Sheffield up to Newcastle and back down to the Royal Albert Hall, all the while simplifying, classifying, denying, defying and crucifying anyone who dared cross his path. 


Tailing Dylan through hotel room jam sessions, limo rides, stage performances, meetings and confrontations with journalists, fans, and the High Sheriff’s Lady, was the fly on the wall, the all-seeing eye, the omnipresent lens of documentary filmmaker, D.A. Pennebaker.  From this  footage – over 20 hours shot on a hand-rigged camera –  Pennebaker created Don’t Look Back, one of the undisputed classics of cinéma vérité.



Raw, angry and immediate, it is the portrait of a young and conflicted artist in a state of uncertain flux, preparing to move far beyond the role the pop-folk universe would have him play, seeming as perplexed by the fawning fans and obsequious, celebrity-obsessed reporters as he is convinced of his own brilliance, regarding it all suspiciously, rarely allowing the mask to fall, and constantly trying to keep everyone slightly more off-balance than he. 


He was very assured of who he was, but he was actually kind of inventing himself as he went along. He was like a person who had just stepped out of a Kerouac book, and there he was, in front of your eyes, and you were reading about him at the same time you were watching him.

–D.A. Pennebaker1


Onstage, he is the pinnacle of hipster cool – brash, ferocious and without equal.  Offstage, he is arrogant, petulant and completely insufferable.  It is this, the unflinching gaze into the darker corners of Dylan’s persona that, in part, explains the film’s appeal.  There are no concessions to mainstream palatability in this portrait, no smoothing over of the rough edges, no attempt to balance the spiteful outbursts against redeeming and sentimental peeks into the heart of the misunderstood artiste.  Had Don’t Look Back been a standard Hollywood bio-pic instead of a direct cinema documentary (say with direction by Milos Forman from a script by Scott Alexander and Larry Karaszewski), it might have become the beat version of Amadeus, with the British press cast as the uncomprehending court denizens and Donovan playing Salieri to Dylan’s Mozart.  Fortunately, a true document survives.



When Pennebaker shot Don’t Look Back in 1965, Dylan was already an international celebrity, the undisputed king of folk and protest music, and the undisputed heir to Woody Guthrie.  At 23 years of age, he had entered a realm of celebrity reserved only for the select few, heights so lofty that only a cliché could capture them: “The voice of the counterculture.” “The voice of a generation.” “The most important artist of our time.”


And in the space of a year, he would be all but reborn.  Still the growling, spitting prophet, but now snarling his sermons over the gloriously blaring, rhythm-driven cacophony of The Hawks’ blues-based rock-n-roll – alienating many and shocking most.  It was a turning point of monumental proportions, and not just for Dylan.


Many of those he held in rapt awe at the 1965 shows would greet him in 1966 with hoots, jeers, and cries of “Judas!”, as he and the Band (the Hawks) blasted incendiary rock-n-roll straight into their teeth.  The folkies couldn’t stand the noise.  The Reds spoke suspiciously of a capitalist plot to co-opt Dylan and the folk movement.  At Manchester, just before launching into Like a Rolling Stone, in the midst of whistles and slow-clapping, Dylan the Heretic would turn to the Band and sneer “Play it fucking loud...”


But that was next year.2


The change, however, was well underway.  As Dylan arrived in England in 1965, his newly-released acoustic/electric album, Bringing it All Back Home, was receiving substantial airplay on London’s infamous pirate radio stations.  Don’t Look Back pays homage to this early flirtation, opening with the now famous Subterranean Homesick Blues cue-card sequence, its rock-n-roll backbeat and Burroughs-like lyrics a clear harbinger of things to come.  Although his live performances were all-acoustic in 1965 – just Dylan, his harp, his guitar and a spotlight – the electric revolution of 1966 seems to reveal itself unexpectedly and often in the cracks and crevasses of Don’t Look Back. 


Throughout the film, Dylan and the press carry on an uneasy pas-de-deux, he striking an anti-celebrity posture, arrogant and disdainful, while in turn courting, provoking and upbraiding those who throng about him.  There is no chummy camaraderie between entertainer and entertainment press like that which would grow out of Rolling Stone magazine and MTV.  There are no celebrity handlers, no spinners, no image-makers, no tacit recognition of the symbiotic relationship.  Dylan answers all questions with either a retort or another

question, deconstructing, psychoanalyzing, abusing all comers, but occasionally seeming just on the verge of a sly grin or a wink of the eye.  And when Dylan mocks himself and the significance of his songs, it is evident that he is really mocking those thrusting microphones in his face, searching for ever-elusive meaning.


These bouts with the press seem little more than a diversion to Dylan, a way to wile away the time between shows or a means by which to work out his pre-performance jitters and frustrations.  He often seems distracted and distant, the spiteful patter fumbling along on auto-pilot.  Occasionally, one sees him sense he’s gone too far.  Pulling back, he warms his victim with eyes that hint toward a boyish smile, daring him to come for more… and then running roughshod over the first utterance. 



Pennebaker’s hand-held camera is neither reverential nor antagonistic.  Every now and then a particular framing wreaks faintly of composition, but there never appears to be any effort to sanitize the more sordid moments or glamorize the subject.  The camera is unflinching, capturing the bad and the worse, the uneasy and the indefensible. There are no cutaways to talking heads rattling on about the meaning of it all.  There are no shots of Dylan peering earnestly into the lens extolling the virtues of world peace. 


Pennebaker, himself, is caught within the frame on several occasions, goofing around with Dylan, recoiling in horror, huffing mightily on a cigarette.  He is not the invisible fly-on-the-wall, the hidden voyeur, and this is not candid camera.  He has introduced himself into the environment and is interacting with his subjects.  His presence is simply part of the equation.


No overarching theme or thesis is imposed on the action.  The film is unnarrated and famous figures go unidentified.  If you don’t recognize Marianne Faithfull or Allen Ginsberg or Alan Price, or even Joan Baez, you might not note their ephemeral presence (or odd disappearance). 


If there is a single narrative thread running the length of the film, it might be Donovan. Then an

up-and-coming Scottish folksinger, he becomes something of Dylan’s foil and doppelganger. When his name is first mentioned, Dylan quips “Donovan who?”. As the film progresses, Donovan allusions pop up again and again, becoming something of a running joke. And when the two finally meet, it is during the film’s most tense and unsettling "scene".


A large group, including Donovan, had returned with the Dylan entourage to the Savoy Hotel.  Drunken revelries commence.  As we learn from the commentary, a glass is tossed from a window, shattering on a limousine parked below.  The hotel is searching for the culprit and Dylan is on the prowl, none too happy about ‘being responsible for cats I don’t even know’.  We see Donovan on the couch, abashed and feminine in a puppy-dog sort of way, very obviously distressed.  When Dylan mutters to no one in particular, “I’ll clean it up”, Donovan all but leaps to his feet, yelping “I’ll help you!”.


But Dylan ain’t cleaning up jack-shit.  Dylan is pissed.  And the situation escalates further.  Soused banjo-picker, Derroll Adams, intoning mellowly and calling for more drinks, gets between Dylan and an unidentified, self-proclaimed “small noise” who are standing nose to nose and seemingly about to come to blows.  


Somehow, the situation is neutralized. Tempers recede. Dylan dismisses hotel security with a shrug and an apology. But the air has been sucked out of the room and a heavy unease hangs all about.


It is in this charged environment that Donovan is eventually asked for a song.  He obliges with To Sing For You.  It’s a catchy little diddy, but a light and fluffy one, sugar-coated, insubstantial, rather faux and obvious in its sentiments.  (“…I’ll sing a song for you / that’s what I’m here to do / to sing for you…”)  Dylan chuckles midway through and remarks, “Great song, man”, and you just don’t believe him for a second.  When Donovan finishes, Dylan snatches his guitar and sings a deliberately strident, sneering, almost ugly version of It’s All Over Now, Baby Blue.  Written as a piercing lament, a weary acknowledgment of the impermanence of all things, it usually reads a tad more bittersweet.  Here, it sounds rather more like a rebuke.  Somehow, it seems directed at the banality and sentimentality of the whole fey folkie world, at Donovan himself, who nods along, smiles, and occasionally seems to wince.  And when Dylan sings “It’s all over now...” he seems to look right at Donovan, slouched in his chair across the room, utterly deflated.


The carpet, too, is moving under you,

And it's all over now, Baby Blue...



Docurama’s DVD boasts a near flawless transfer from an excellent source print.  The high contrast black-and-white, 16mm film throws everything into raw relief, the ugly murkiness of certain images complimenting the stark, staggering beauty of others.  Shots are generally grainy, plunging in and out-of-focus, and occasionally “flickering” from low camera batteries.  It is a visual amalgam peculiarly suited to the subject matter, its homemade patina adding much to the intensity and immediacy of the events.  As much as any


other film, Don’t Look Back is responsible for “the look” we have come to associate with cinéma vérité.



The monaural soundtrack is wonderfully reproduced, allowing nearly every muttered retort to emerge more-or-less audibly.  Considering the circumstances under which the film was shot and recorded, and the improvised equipment that captured it all, it is amazing that it sounds so good.  The music, especially, is presented well, including the five remastered “outtakes” and the extended montage of the final Royal Albert Hall performance.



Boasting a surfeit of riches, Docurama’s DVD easily surpasses the minimum requisite features of the very special edition, making it an essential document for any Dylanologist.  So you wanna know the story behind the glass fracas?  You’ll get it here.  What’s the deal with Alan Price?  Here ya go.  Just where the hell did Joan Baez disappear to?  Well, you’ll need to read between the lines...


Most revealing is the commentary track featuring director, D.A. Pennebaker, and Dylan’s tour manager, Bob Neuwirth.  It is a wonderfully engaging track, opening the curtain a bit wider still, and providing a behind-the-scenes peek at this behind-the-scenes portrait.  It is one of those rare commentaries that proves nearly as interesting as the original soundtrack, the personal recollections of the participants providing a fascinating counterpoint to the more-or-less objective gaze of the camera.


Here, Pennebaker also addresses one of the primary criticisms of his film: that he failed to include complete versions of any Dylan performance.  He explains that his objective was not to make a concert film, but rather to provide an intimate peek into the life of a major artist and celebrity.  He felt that he simply could not allow the music to overwhelm this objective and one cannot help but agree, even as one laments their absence.


“I assumed, by mistake, that the songs Dylan sang onstage would be available on records.  I did not want to make a concert film.  I wanted to watch Dylan creating himself and to only show him performing when that seemed to carry the story along.  What I wanted to do was just be present as Dylan enacted his life.” –D.A. Pennebaker



But lament their absence no longer, for included on this disc are five complete, previously unreleased performances from the ’65 UK tour (audio only, alas, as the film no longer exists):

·         To Ramona

·         The Lonesome Death of Hattie Carroll

·         Love Minus Zero / No Limit

·         It Ain’t Me, Babe

·         It’s All Over Now, Baby Blue (note the sly dig contained in the screenshot for Baby Blue, left)


We also get a charming, never-before-seen alternate take of the Subterranean Homesick Blues cue-card sequence shot in what appears to be a London park rather than the famous dingy alleyway.  Pennebaker and Ginsberg loiter in the background, smoking, conversing and altering their wardrobes as Dylan labors minimally to keep synced-up, growing visibly weary of the whole enterprise. 


Also included is a nicely rendered Dylan Discography with thumbnail album covers, cast and crew profiles, and an insert “Collectible Booklet” containing a tour schedule and a songlist of every tune or snippet of a tune played by any musician throughout the film.  And not to be forgotten is the obligatory trailer, consisting of yet one more go at the Subterranean cue-card sequence overlaid with the subversive sounding “Surfacing here soon…”


Docurama has delivered an extraordinary DVD edition of this seminal film.  Very highly recommended.





At the conclusion of Don’t Look Back, as Dylan & Co. ride away from the final Royal Albert Hall performance, Dylan’s manager, Albert Grossman, informs him that the English press has labeled him an ‘anarchist’.  Why?  Because he offers no solutions.


Dylan is evidently pleased.  “Hey, gimme a cigarette,” he says, “...give the anarchist a cigarette.” 


He takes a long drag and looks out the limo window.

          Just wait until next year.



1Interview with D.A. Pennebaker by Nathan Rabin  http://www.theavclub.com/avclub3318/avfeature3318.html

2Pennebaker also accompanied Dylan on the 1966 tour, shooting footage for the unreleased Eat the Document.  Pennebaker discusses this in an interview with Chris Buck http://www.popped.com/articles98/cinemaverite/veritepennebaker.html :

chris:  So why isn't there a proper release of Eat The Document [also known as You Know Something is Happening]           anywhere?

d.a.:   Oh, it was never my film, it was his (Dylan’s) film. He asked me to help him make a film, he said, now I've

                helped you make your film, you help me make mine. You be the cameraman and I'll be the director.

chris: Wouldn't you be interested in releasing something of it?

d.a.:   For me, it's very simple, it was always his movie, I helped him when I could.  In the end he aired it once because a  

          person that worked with him that I knew, Howard Alt, they edited a version that was peculiar.

chris: People tend to think about it as your film.

d.a.:   It's my film in some ways because I shot it. That doesn't make a film your film, the person controls how it looks           finally, the editing of it, the way it's released, all have a lot to do with how a film exists and who it belongs to.           There's some fantastic things in that film. In a way I'm sad a little bit because stuff that I think is fantastic will never   be seen. But I always have the feeling that ultimately it will. Sooner or later everybody finds out everything.


If an until Eat the Document is released, the best way to experience the 1966 tour is the Columbia CD release of LIVE 1966: The Bootleg Series Vol. 4, a complete live recording of the Manchester show (which, for decades, was mislabeled as ‘the Royal Albert Hall show’ on the various circulating bootlegs).


Other recommended resources:

·          What Has Become of Cinéma Vérité Since Don’t Look Back, by William Rothman, PhD  http://www.humanities.org/port/Archive/0720-rothman.html

·          Pennebaker Biography/Filmography at IMDb http://us.imdb.com/Name?Pennebaker,+D.A.



 Hit Counter