On February 15 the session began at 6 p.m. but Dylan simply sat in the studio working on his lyrics while the musicians played cards, napped and chatted. Finally, at 4 am, Dylan called the musicians in and outlined the structure of the song. Dylan counted off and the musicians fell in, as he attempted his epic composition "Sad Eyed Lady of the Lowlands". Kenny Buttrey recalled, "If you notice that record, that thing after like the second chorus starts building and building like crazy, and everybody's just peaking it up 'cause we thought, Man, this is it ... This is gonna be the last chorus and we've gotta put everything into it we can. And he played another harmonica solo and went back down to another verse and the dynamics had to drop back down to a verse kind of feel ... After about ten minutes of this thing we're cracking up at each other, at what we were doing. I mean, we peaked five minutes ago. Where do we go from here?" The finished song clocked in at 11 minutes, 23 seconds, and would occupy the entire fourth side of the album.