Recorded at the third Nashville session, this song was the culmination of another epic of simultaneous writing and recording in the studio. Wilentz describes how the lyrics evolved through a surviving part-typed, part-handwritten manuscript page, "which begins 'honey but it's just too hard' (a line that had survived from the very first New York session with the Hawks). Then the words meander through random combinations and disconnected fragments and images ('people just get uglier'; 'banjo eyes'; 'he was carrying a 22 but it was only a single shot'), before, in Dylan's own hand, amid many crossings-out, there appears 'Oh MAMA you're here IN MOBILE ALABAMA with the Memphis blues again'."