Dylan wrote this ballad on Thanksgiving Day 1965 while on tour in Kansas City. It was allegedly inspired by Warhol factory pin-up girl Edie Sedgwick, who appears in sleeve photos to Blonde On Blonde and died of a drug overdose in 1971. It could also be about his relationship with fellow folk singer Joan Baez.
The song came under some fire for the line "she breaks just like a little girl," which some listeners felt was disparaging to women. This is a very shallow interpretation, however, and rarely taken seriously by Dylan's fans. Many of Dylan's songs include put-downs, and sometimes those targets happen to be women. Examples include "Like A Rolling Stone" and "Positively 4th Street."
Joe Cocker, Rick Nelson, Rod Stewart. Jonathan King and Richie Havens are among the many artists to cover this song. Manfred Mann is the only artist besides Dylan to chart with it: Their version topped out at #101 in September 1966; Dylan's version made #33 in October.
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