Rainy Day Women No. 12 & 35

The song is notable for its unusual instrumentation - it's the only song on Blonde On Blonde to feature a brass band - and the somewhat controversial, "They'll stone you" in every line of the verses, plus the refrain of, "Well, I would not feel so all alone--everybody must get stoned!". In Robert Shelton's 1986 biography of Dylan No Direction Home (unrelated to the Martin Scorsese documentary No Direction Home), it is claimed that the song was banned by many British and American radio stations due to the paranoia about "drug songs".

The music is basically a simple blues chord progression in the key of F. The parts played by the tuba and bass, drums, piano, trombone, and tambourine remain essentially the same in all of the verses, but Dylan's harmonica playing and vocal performance are both wildly varied, and generally not in the same key as other instruments. There can also be heard much laughter and shouting in the background, mixed down to a very low volume level, and Dylan himself laughs several times during his vocal delivery. The song sounds as if it is being played by musicians who are very high on marijuana, and that is possibly intentional. According to Howard Sounes' book Down the Highway: The Life of Bob Dylan, Dylan refused to play the song "straight," meaning sober, and large amounts of "Leprechaun Cocktails" in large Milkshake cartons were brought in for the band which they consumed. Dylan also passed around marijuana before the recording. Dylan did not touch the alcohol but was high on grass.^[1] At 4:23 somebody in the background can be heard yelling "Fuck yeah" The song was covered by The Black Crowes, first released as a b-side from the 1992 "Hotel Illness" single. Then in 1995, The Black Crowes version was also added to the "Hempilation - freedom is norml" benefit album for the NORML organization. The numbers 12 and 35, when multiplied will total the number 420 which is a popular code for marijuana usage. The song was also covered by Sammy Hagar on his 2006 album Livin' It Up.

The song is a fan favorite at Dylan's concerts to this day. Often the main lyric, everybody must get stoned, is sung by the audience so loud that Dylan's voice cannot be heard. The song reached #2 on the U.S. Pop Singles chart and #7 in the UK.