"Lo and Behold" Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal. This is, for Heylin, another "song that gives precedence to word play over sense". Griffin notes that it is held together by "one of the key phrases of the Old Testament prophets in the
King James Bible: Lo and behold!" "The whole song reads like a tall tale told by a self-aggrandizing barfly", writes Gill. "The rousing chorus harmonies—which prefigure the famous chorus harmonies which would become one of the hallmarks of the Band's music—join in like drinking pals saluting him with foaming beakers, urging the narrator on to ever more ridiculous flights of fancy, rising at the end to leave him no place to go but further into fantasy, the true source of American identity." "Lo and Behold" was adopted as the title of an album of unreleased Dylan songs—including a half-dozen basement tracks—recorded by the British group
Coulson, Dean, McGuinness, Flint in 1972.
"Bessie Smith" Danko – vocal, bass; Robertson – vocal, guitar; Manuel – piano; Hudson – organ; Helm – drums, backing vocal. Recording date disputed. Rob Bowman stated in 2005 that this track was "probably" recorded at an "unknown studio" in late 1968. But in the notes for the 2000 reissue of the Band's fourth album,
Cahoots, it is written that "Robbie [Robertson] is certain that 'Bessie Smith' was recorded sometime between their 1969 second album and
Stage Fright", the group's third album, issued the following year. Based on the testimony of engineer Rob Fraboni, Griffin asserts that "Bessie Smith" was recorded by the Band in 1975 in their Shangri-La studio in Los Angeles, as
The Basement Tapes was being prepared for official release. He calls it "the most far-fetched selection included on the official
Basement Tapes release, even by Robertson's broad standards." Critical reaction to the song is divided: Thomas Ward of Allmusic described it as "arguably one of the slightest and most routine songs of all the 'basement tapes, and noted that it lacked many of the key qualities of Dylan and the Band's other work on the album. Rock critic
Greil Marcus, on the other hand, describes the song as a "lovely idea", "the plaint of one of Bessie's lovers". Hoskyns, singling out Hudson's keyboard playing, writes that the song is "transformed by Garth into something as magically evocative as an old silent movie."
"Apple Suckling Tree" Dylan – vocal, piano; Hudson – organ; Manuel –
tambourine, backing vocal; Danko – bass, backing vocal; Robertson – drums. Critic
Greil Marcus identifies the tune as that of the ancient children's ditty "
Froggy Went A-Courtin'" and quotes Danko's description of the recording: "It all felt natural, we didn't rehearse. One or two takes from conception, on paper, to the finish. We all knew it would never happen twice." Describing it as a good-natured nonsense song that really
swings, Griffin suggests it was one of the last basement compositions to be recorded before Helm arrived in Woodstock and Dylan departed for Nashville.
"Please, Mrs. Henry" Dylan – vocal, guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal. Heylin describes this as a hilariously bawdy song in which the singer yearns for relief both sexual ("Look Mrs Henry/There's only so much I can do/Why don't you look my way an' pump me a few?") and scatological ("Now I'm startin' to drain/My stool's gonna squeak/If I walk too much farther/My crane's gonna leak"). Marcus describes it as "a detailed explanation, addressed to either a landlady or a madam of just what it means to be too drunk to move, if not complain."
"Tears of Rage" Dylan – vocal, guitar; Robertson – electric guitar; Hudson – organ; Manuel – piano, backing vocal; Danko – bass, backing vocal. "Tears of Rage" is one of the most widely acclaimed songs from
The Basement Tapes. Gill likens it to
King Lear's soliloquy on the blasted heath in Shakespeare's tragedy: "Wracked with bitterness and regret, its narrator reflects upon promises broken and truths ignored, on how greed has poisoned the well of best intentions, and how even daughters can deny their father's wishes." He suggests that Dylan is linking the anguish of Lear's soliloquy to the divisions in American society apparent in 1967, as the
Vietnam War escalated: "In its narrowest and most contemporaneous interpretation, the song could be the first to register the pain of betrayal felt by many of America's
Vietnam war veterans. … In a wider interpretation [it] harks back to what anti-war protesters and critics of American materialism in general felt was a more fundamental betrayal of the
American Declaration of Independence and the
Bill of Rights." A strong Biblical theme runs through this song, according to Griffin, who notes that "life is brief" is a recurrent message in the
Old Testament books
Psalms and
Isaiah. As a father, Dylan realizes now that "no broken heart hurts more than the broken heart of a distraught parent." Griffin calls the four minutes of this song "as representative of community, ageless truths and the unbreakable bonds of family as anything in the Band's canon—or anyone else's canon." Marcus suggests that the "famous beginning"—"We carried you/In our arms/On Independence Day"—evokes a naming ceremony not just for a child but also for a whole nation. He writes that "in Dylan's singing—an ache from deep in the chest, a voice thick with care in the first recording of the song—the song is from the start a sermon and an elegy, a
Kaddish." ==Side three==