Considered by many critics one of Dylan's masterpieces, "Visions of Johanna" proved difficult to capture on tape. Heylin places the writing in the fall of 1965, when Dylan was living in the Hotel Chelsea with his wife Sara. In the New York recording studio, on November 30, Dylan announced his epic composition: "This is called 'Freeze Out'." Gill notes that this working title captures the "air of nocturnal suspension in which the verse tableaux are sketched ... full of whispering and muttering." Wilentz relates how Dylan guided his backing musicians through 14 takes, trying to sketch out how he wanted it played, saying at one point, "it's not hard rock, The only thing in it that's "hard" is Robbie." Wilentz notes that, as Dylan quiets things down, he inches closer to what will appear on the album.