In the spring of 1965, after returning from the tour of England documented in the film Dont Look Back, Dylan was unhappy with the public's expectations of him, as well as the direction his career was taking, and seriously considered quitting the music business. In a 1966 Playboy interview, he described his dissatisfaction: "Last spring, I guess I was going to quit singing. I was very drained, and the way things were going, it was a very draggy situation ... But 'Like a Rolling Stone' changed it all. I mean it was something that I myself could dig. It's very tiring having other people tell you how much they dig you if you yourself don't dig you."[4]
The song grew out of an extended piece of verse. In 1966, Dylan described its genesis to journalist Jules Siegel:
It was ten pages long. It wasn't called anything, just a rhythm thing on paper all about my steady hatred directed at some point that was honest. In the end it wasn't hatred, it was telling someone something they didn't know, telling them they were lucky. Revenge, that's a better word. I had never thought of it as a song, until one day I was at the piano, and on the paper it was singing, "How does it feel?" in a slow motion pace, in the utmost of slow motion.[5]
During 1965, Dylan composed prose, poems, and songs by typing incessantly. Footage in Dont Look Back of Dylan in his suite at London's Savoy Hotel captures this process. However, Dylan told two interviewers that "Like a Rolling Stone" began as a long piece of "vomit" (10 pages long according to one account, 20 according to another) that later acquired musical form.[6] Dylan has never publicly spoken of writing any other major composition in this way. In an interview with CBC radio in Montreal, Dylan called the creation of the song a "breakthrough", explaining that it changed his perception of where he was going in his career. He said that he found himself writing "this long piece of vomit, 20 pages long, and out of it I took 'Like a Rolling Stone' and made it as a single. And I'd never written anything like that before and it suddenly came to me that was what I should do ... After writing that I wasn't interested in writing a novel, or a play. I just had too much, I want to write songs."[7]
From the extended version on paper, Dylan crafted four verses and the chorus in Woodstock, New York.[8] In 2014, when the handwritten lyrics were put up for auction, the four-page manuscript revealed that the full refrain of the chorus does not appear until the fourth page. A rejected third line, "like a dog without a bone" gives way to "now you’re unknown". Earlier, Dylan had considered working the name Al Capone into the rhyme scheme, and he attempted to construct a rhyme scheme for "how does it feel?", penciling in "it feels real," "does it feel real," "shut up and deal," "get down and kneel" and "raw deal."[9] The song was written on an upright piano in the key of G sharp and was changed to C on the guitar in the recording studio.[10]
For the recording session, Dylan invited Mike Bloomfield from the Paul Butterfield Blues Band to play lead guitar. Invited to Dylan's Woodstock home for the weekend to learn new material, Bloomfield later recalled, "The first thing I heard was 'Like a Rolling Stone'. I figured he wanted blues, string bending, because that's what I do. He said, 'Hey, man, I don't want any of that B.B. King stuff'. So, OK, I really fell apart. What the heck does he want? We messed around with the song. I played the way that he dug, and he said it was groovy."[11]
The recording sessions were produced by Tom Wilson on June 15–16, 1965, in Studio A of Columbia Records, 799 Seventh Avenue, in New York City.[1][12][13] This would be the last song Wilson would produce for Dylan.[14] In addition to Bloomfield, the musicians enlisted were Paul Griffin on piano, Joe Macho, Jr. on bass, Bobby Gregg on drums, and Bruce Langhorne on tambourine,[13] all booked by Wilson. Gregg and Griffin had previously worked with Dylan and Wilson on Bringing It All Back Home.[15]