Soon After Midnight is track 2 on Bob Dylan’s 2012 album Tempest and the third track to appear here from the album after his previous entry Pay in Blood. Like much of Dylan’s 21st-century output, he produced the album himself using the pseudonym Jack Frost. I have always loved the murder – ballad Soon After Midnight as I do the whole first half of his 35th studio album. The album was recorded at Jackson Browne’s Groove Masters Studios in Santa Monica, California and peaked at number 3 on the Billboard 200.
Soon After Midnight drifts between love and violence, set against the backdrop of a gritty, shadowy underworld. Dylan creates an atmosphere of subtle menace, especially when he sings lines like, “Two-timing Slim, who’s ever heard of him? / I’ll drag his corpse through the mud.” This vivid image injects a sly hint of violence into the song’s otherwise tender tone, blurring the line between sweetness and threat—a hallmark of noir. In the noir style, innocence often hides danger, much like an anti-hero who embodies both romantic allure and peril. For a more detailed and nuanced exploration, check out David Weir’s insightful analysis. Weir, a philosophy tutor and former English teacher, offers a compelling breakdown of the song’s themes and layers.
Like the Rolling Stone article I would also place Soon After Midnight in my “The 25 Best Bob Dylan Songs of the 21st Century“. Between 2012 and 2021, Dylan played the song live over 470 times.
[Verse 1]
I’m searching for phrases to sing your praises
I need to tell someone
It’s soon after midnight
And my day has just begun
[Verse 2]
A gal named Honey took my money
She was passing by
It’s soon after midnight
And the moon is in my eye
[Verse 3]
My heart is cheerful, it’s never fearful
I’ve been down on the killing floors
I’m in no great hurry, I’m not afraid of your fury
I’ve faced stronger walls than yours
[Verse 4]
Charlotte’s a harlot, dresses in scarlet
Mary dresses in green
It’s soon after midnight
And I’ve got a date with the fairy queen
[Verse 5]
They chirp and they chatter, what does it matter?
They’re lying there dying in their blood
Two-timing Slim, who’s ever heard of him?
I’ll drag his corpse through the mud
[Verse 6]
It’s now or never, more than ever
When I met you I didn’t think you would do
It’s soon after midnight
And I don’t want nobody but you
The following was extracted from the first Wikipedia reference below:
The title is a reference to “fairy time” in William Shakespeare’s play A Midsummer Night’s Dream. Also the line “I’ve got a date with the fairy queen” is referred to in the same play where the character Bottom has an encounter with Titania, the fairy queen, shortly after midnight.
In their book Bob Dylan All the Songs: The Story Behind Every Track, authors Philippe Margotin and Jean-Michel Guesdon note that the song’s intro owes a debt to A New Shade of Blue by The Bobby Fuller Four and discuss how Dylan’s vocal is “sweet and gentle”, taking on a “new patina that makes it less aggressive” than on other recent songs. They also praise the “excellent” playing of the band, “especially Donnie Herron’s steel guitar solo, doubled by a six-string guitar”.
References:
1. Soon After Midnight – Wikipedia
2. Tempest (Bob Dylan album) – Wikpedia
3. Soon After Midnight – Bob Dylan Song Analysis
“The more I live, the more I learn. The more I learn, the more I realize, the less I know.”- Michel Legrand
Observation Blogger 
Another Bob Dylan song that was new to me – I like it! I guess I’ve really come a long way when it comes to Dylan. As recently as 8-10 years ago, “Soon After Midnight” likely wouldn’t have much appealed to me because of the “rough vocals.” Now I think they are a great fit – the times they are a-changin’!