Bob Dylan wrote "My Back Pages" in 1964 as one of the last songs—perhaps the last song—composed for his "Another Side of Bob Dylan" album. He recorded it on June 9, 1964, under the working title of "Ancient Memories", the last song committed to tape for the album. The song was partly based on the traditional folk song "Young But Growing" and has a mournful melody similar to that of "The Lonesome Death of Hattie Carroll" from Dylan's previous album, "The Times They Are a-Changin"'. As with the other songs on "Another Side", Dylan is the sole musician on "My Back Pages" and plays in a style similar to his previous protest songs, with a sneering, rough-edged voice and a hard-strumming acoustic guitar accompaniment.