Dylan laid this down this tune on March 3, 1985 as the final track for his Empire Burlesque album. Recorded live-to-tape with no video editing, overdubbing, or embellishment, the song features just Dylan on guitar and harmonica.
The disturbing, forlorn tune was written by Dylan virtually on demand when producer Arthur Baker suggested something simpler for the album's closing track. Baker recalled to Uncut magazine: "I mentioned this idea about doing an acoustic song to him, and then the very next day, he came in with this 'Dark Eyes.' I really thought it was a song he'd had. Because he had so many songs, he'd bring cassettes out, and he had just tons of songs. I never thought for a second that he'd just written this."
In his memoir Chronicles, Dylan wrote that the song was inspired by a meeting with a prostitute who "had a beautifulness, but not for this kind of world."
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