At producer Bob Johnston's suggestion, Dylan, keyboardist Al Kooper, and guitarist Robbie Robertson moved to the CBS studios in Nashville, Tennessee.

Combining the expertise of Nashville session musicians with a modernist literary sensibility, the album's songs have been described as operating on a grand scale musically, while featuring lyrics one critic called "a unique mixture of the visionary and the colloquial".

[11] Producer Bob Johnston, who had overseen the recording of Highway 61 Revisited, started work with Dylan and the Hawks at Columbia Studio A, 799 Seventh Avenue, New York, on October 5.

[12] On November 30, the Hawks joined Dylan again at Studio A, but drummer Bobby Gregg replaced Levon Helm, who had tired of playing in a backing band and quit.

He recorded more material at Studio A on January 25, backed by drummer Bobby Gregg, bassist Rick Danko (or Bill Lee),[a 2] guitarist Robbie Robertson, pianist Paul Griffin, and organist Al Kooper.

[25] Despite Grossman's opposition, Dylan agreed to Johnston's suggestion, and preparations were made to record the album at Columbia Studio A in Nashville's Music Row in February 1966.

[27] Buttrey credited the distinctive sound of the album to Johnston's re-arrangement of the studio, "as if we were on a tight stage, as opposed to playing in a big hall where you're ninety miles apart".

"[34] Johnston then telephoned trombonist Wayne Butler, the only additional musician required, and Dylan and the band, with McCoy again on trumpet, played a high-spirited version of the song.

[34] In quick succession Dylan and the musicians then recorded "Obviously 5 Believers" and a final take of "Leopard-Skin Pill-Box Hat" powered by Robertson's lead guitar.

In comments on Michael Gray's website, Kooper wrote: "There was only ONE trip to Nashville for Robbie and I, and ALL THE TRACKS were cut in that one visit", stating that Dylan merely broke for an outstanding concert.

[3][36] Wilentz writes that it was at this point it became "obvious that the riches of the Nashville sessions could not fit onto a single LP",[3] and they had "produced enough solid material to demand an oddly configured double album, the first of its kind in contemporary popular music".

[a 4] According to author Andy Gill, by starting his new album with what sounded like "a demented marching-band ... staffed by crazy people out of their mind on loco-weed", Dylan delivered his biggest shock yet for his former folkie fans.

[43][47] Besides Dylan's vocals and improvised harmonica breaks, the song's sound is defined by Robbie Robertson's guitar, Hargus "Pig" Robbins' blues piano and Ken Buttrey's snare drum rolls.

Kooper recalled that he and Robertson had become adept at responding to Dylan's vocal and also singled out Joe South's contribution of "this throbbing ... rhythmically amazing bass part".

[42][57] Andy Gill notes that the song displays a tension between the very direct tone of the chorus, the repeated phrase "I want you", and a weird and complex cast of characters, "too numerous to inhabit the song's three minutes comfortably", including a guilty undertaker, a lonesome organ grinder, weeping fathers, mothers, sleeping saviors, the Queen of Spades, and the "dancing child with his Chinese suit".

[59][60][a 5] Analyzing the lyrics' evolution through successive drafts, Wilentz writes that there are numerous failures, "about deputies asking him his name ... lines about fathers going down hugging one another and about their daughters putting him down because he isn't their brother".

Then the words meander through random combinations and disconnected fragments and images ('people just get uglier'; 'banjo eyes'; 'he was carrying a 22 but it was only a single shot'), before, in Dylan's own hand, amid many crossings-out, there appears 'Oh MAMA you're here IN MOBILE ALABAMA with the Memphis blues again'.

"[64] On the fifth take, released in 2005 on the No Direction Home Soundtrack, midtake Dylan stumbles on the formula "Stuck inside of Mobile" on the fourth verse, and never goes back.

[70] The narrator observes his former lover in various situations wearing her "brand new leopard-skin pill-box hat", at one point finding his doctor with her and later spying her making love with a new boyfriend because she "forgot to close the garage door".

[66][67] According to Wilentz's analysis of the session's tapes, Dylan felt his way into the lyrics of one of his most popular songs, singing "disconnected lines and semi-gibberish" during the earlier takes.

[77][83][84] This song, described as "up-tempo blues shuffle, pure Memphis"[78] and an example of "obvious pop sensibility and compulsive melody", was recorded in four takes on March 7, 1966.

[85] Gill sees the lyrics as a series of sexual metaphors, including "beating on my trumpet" and keys to locked gates, many deriving from traditional blues.

[91] Recorded in the early morning hours of the March 9–10 Nashville session under the working title "Black Dog Blues", the song is driven by Robertson's guitar, Charlie McCoy's harmonica and Ken Buttrey's drumming.

[54] Describing the process of listening to all these alternative versions, Neil McCormick wrote: "The Cutting Edge allows fans to bear witness to perhaps the most astonishing explosion of language and sound in rock history, a new approach to song being forged before our very ears.

On the other hand, the discovery that a whole troupe of famous bluesmen, modern or old, parade through these same songs, each of them accompanied by his guitar disguised in a personified or metaphorical form.

Pete Johnson in the Los Angeles Times wrote, "Dylan is a superbly eloquent writer of pop and folk songs with an unmatched ability to press complex ideas and iconoclastic philosophy into brief poetic lines and startling images.

[123] The album debuted on Billboard's Top LPs chart on July 23 at number 101[127]—just six days before Dylan's motorcycle accident in Woodstock removed him from public view.

"[141] Mike Marqusee has described Dylan's output between late 1964 and the summer of 1966, when he recorded these three albums, as "a body of work that remains unique in popular music.

"[145] Biographer Robert Shelton saw the album as "a hallmark collection that completes his first major rock cycle, which began with Bringing It All Back Home".

'Pledging My Time' and 'Obviously 5 Believers' adhered to blues patterns that were venerable when Dylan first encountered them in the mid-fifties (both begin with the ritual Delta invocation of "early in the mornin").