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Why ‘All Too Well’ Is Taylor Swift’s Greatest Song

Rolling Stone” contributing editor Rob Sheffield has been a passionate Taylor Swift fan since he first heard “Our Song,” in 2007, and he’s chronicled her rise from teenage country prodigy to global pop megastar — reviewing her albums, celebrating the triumph of her concerts, even compiling a definitive ranking of every song she’s ever recorded. In his excellent new book, “Heartbreak Is the National Anthem: How Taylor Swift Reinvented Pop Music,” he offers a critical and personal appreciation of the Taylor phenomenon. “What makes her different from any other young hustler who ever wanted to rule the world when she grew up?” he asks. “She has taken the pop girl and made her the center of music — not a genre, not a style, not a fad.” In the chapter excerpted here, Sheffield (whose previous books include “Love Is a Mixtape” and “Dreaming the Beatles”) goes deep on Swift’s greatest song.

TRACK FIVE: THE BALLAD OF “ALL TOO WELL”

13.

October 2012: Taylor Swift releases her greatest song, “All Too Well.” It’s the heart of Red, a gigantic rock & roll power ballad. It builds from a hushed girl-at-her-piano confession to her loudest, most passionate vocal thunder. She begins with a lost scarf, left at her ex-boyfriend’s sister’s house, but she blows up that trivial detail into a heartbreak epic. “All Too Well” peaks about six times, then calms down … then she tears up her masterpiece and starts the song over. If you’ve got five minutes to persuade a jury to convict her of being one of the all-time greats as a singer, songwriter, tortured poet, oversharer, bridge crafter, chorus yeller, the works, it’s the one you play.

“All Too Well” isn’t a hit — not even a single. Definitely not one you’d hear on the radio. Just a deep cut cherished by her most ardent fans. After the Red Tour, she won’t sing it live again for years. This song is strictly for the hardcore, a note passed in secrecy from fan to fan, kept as an oath. If it’s your song, that means you’re in the inner circle — probably a hopeless case. You can’t get rid of it, because you remember it.

November 2021: Taylor releases “All Too Well (10 Minute Version),” from her new Red (Taylor’s Version). She makes it twice as long and twice as intense, adding the long-lost verses she cut from her early drafts. Yet this is the version that turns into a number-one hit — the first ten-minute chart-topper ever in Billboard. It’s nobody’s secret now — it belongs to the world. The strange journey of “All Too Well” is one of my favorite music stories ever. Hers too, probably.

12.

Taylor has a mystique about her Track Fives. On any given album, it’s the emotional bloodbath. “All Too Well” is the most famous of all Track Fives, but they never fail. “My Tears Ricochet” on Folklore. “White Horse” on Fearless. “Delicate” on Reputation. “The Archer” on Lover. “Tolerate It” on Evermore. “Dear John” on Speak Now. “So Long, London” on The Tortured Poets Department. “You’re on Your Own, Kid” on Midnights. (“Cold as You,” on the debut, passes the test, but not the bouncy “All You Had to Do Was Stay,” on 1989, which feels more like a Track Nine.)

11.

My “All Too Well” obsession has grown since it first dropped on Red. I’ve kept listening, writing about it, butchering it at karaoke. It goes where I go. When she first announced she was unleashing the long-rumored ten-minute version, I hoped it might add a cool footnote to my favorite song. But now it’s just the song. It destroys crowds every night on the Eras Tour. It set a new record as the longest number-one hit in history, dethroning “American Pie.” (The courtroom was adjourned; the scarf was not returned.) But it only exists because fans called her bluff — after she mentioned the original draft, people kept asking about it, as if she had it hidden in a sock drawer. She must have wished many times that she’d kept her mouth shut. But all this talk inspired her to go back and open up a story she thought was finished. Just imagine, these extra verses were sitting there for years gathering dust, just waiting for their time.

Next, Taylor directed a short film of the song. When I saw her premiere the film in a New York City theater, in front of a few hundred fans, she sang the new version solo, on her acoustic guitar. She introduced it with a few words, thanking her fans for rescuing it from oblivion. “A record label didn’t pick this as a single. It was my favorite,” she said. “It was about something very personal to me. It was very hard to perform it live. Now for me, honestly, this song is one hundred percent about us and for you.”

Every version of “All Too Well” tells a different story. The original five-minute Red version, which has never lost any of its power. The ten-minute epic, looking back in anger. There’s the “Sad Girl Autumn Version” from the Long Pond Studio sessions, with Aaron Dessner on piano. That acoustic solo performance. The Eras Tour stadium sing-along. But each version feels like it’s all her, because this isn’t really a song about a boy — never was. It’s about a girl, her piano, her memory, and her refusal to surrender her most painful secrets, even when it’s tempting to forget.

10.

“I really do write about girlhood a lot,” Taylor said in 2022, at the Tribeca Film Festival. “I’m very fascinated and always have been with this phase of becoming a young woman where you’re this very fragile and vulnerable age. I think nineteen and twenty is such a profound age for young women.” For her, at the age of thirty-three, that’s the story she sees when she looks back at “All Too Well.” “I think there’s a moment when you’re nineteen or twenty where your heart is so susceptible to just getting broken, getting shattered, and your sense of self goes out the window so quickly, and it’s such a formative age. I wanted to tell that story, about girlhood calcifying into this bruised adulthood.”

9.

February 2014: A miserable gray Saturday afternoon. I’m walking around Brooklyn, in heavy snow, feeling dismal and defeated. Someone I love is in trouble, digging themselves deeper. I’m just making it worse when I try to help. I keep listening to two songs on my iPod: “All Too Well” and “Dear John.” They’re the only songs that feel clumsy and glum and wintry enough to fit my mood. The pain in them is physically cumbersome — they lumber from verse to verse, carrying too many burdens to walk straight. Both songs with a payoff at the end: She’s so weary from the solitary burden of memory, she decides to stop lugging it. In the final line of “Dear John,” she switches from “I should have known” to “YOU should have known.” In “All Too Well,” she goes from “I remember it all” to “YOU remember it all.” The feminist rage is there in her voice, as she recalls a certain trauma, unsure if she will be believed or even taken seriously. Her older self checks in on her barely younger self and insists that she really saw what she saw and she really felt what she felt and it all really happened.

It conjures up a teenage flashback, hearing Madonna on the radio, singing “Live to Tell,” another long, somber pop ballad, built for sad winter days. Another young girl with a story she’s been told not to remember. Both hits sound shiny and bright on the surface. Hearing them in the wild, in bus stations or pizzerias, you might wonder: Are all these people hearing it? Do they notice? Taylor is a true daughter of Madonna — she needs to connect on that pop pleasure level, whatever moods she’s expressing, so these songs are designed to work even if you’re in a summer mood. But today, they belong deep in the snow.

8.

Right from the start, as soon as “All Too Well” came out, she loved to tell the story of how she wrote it. “It would be kind of weird to finish a song and be like, ‘And this moment, I shall remember,’” Taylor told Rolling Stone years later. “‘This guitar hath been anointed with my sacred tuneage!’”

The song originated at a sound check, when she began strumming those chords, going off on a freestyle about her recent breakups. As she recalled, “My band joined in and I went on a rant.” She wanted to hang on to this idea. “I called my friend and cowriter Liz Rose and I said, ‘Come over, we’ve gotta filter this down.’ It took me a really long time to get it to its final form.” Rose was her songwriting sensei, a Music Row vet who mentored Taylor when she came to town, showing her the ropes and playing a major role on her early records. “Basically, I was her editor,” Rose said in 2008. “She’d write about what happened in school that day. She had such a clear vision of what she wanted to say. And she’s come in with the most incredible hooks.” Until Taylor, Rose’s biggest successes were Gary Allan’s hit “Songs About Rain” — obviously she and Taylor were destined to meet — and a Tim McGraw album cut.

When she talked about “All Too Well” in the early days, she told this story, sometimes verbatim. It looked like a smokescreen — it was easier to roll out the canned origin story than talk about the actual song. “‘All Too Well’ was the hardest to write,” she said on Good Morning America, when asked by a fan named TheLuckyOne1313. “It started out being probably like a ten-minute song, which you can’t put on an album. And I had to filter it down to a story that could work in the form of a song.”

But it was tantalizing to hear about that ten-minute version. Where was it? When would we hear the director’s cut? She wasn’t bluffing, was she? “I’m promoting so many albums, went on so many tours, tried to move past the Red album,” she said in 2022. “And every time I would talk to you — every time I’m doing a livestream, every time there’s a Q&A, every time there’s a meet-and-greet, there’s ‘When are you going to release the ten-minute version of ‘All Too Well?’ You guys just wouldn’t let it go.”

7.

The “All Too Well” short film begins with an epigraph from the Chilean poet Pablo Neruda, one she has relied upon before, having quoted it in the prologue of Red in 2012. “There’s an old poem by Neruda that I’ve always been captivated by, and one of the lines in it has stuck with me ever since the first time I read it. It says, ‘Love is so short, forgetting is so long.’ It’s a line I’ve related to in my saddest moments, when I needed to know someone else had felt that exact same way.”

6.

The fact that it wasn’t a hit added to the original mystique — a buried treasure, too Taylor for prime time. She sang it at the Grammys in 2013, solo at her piano. She did her triple-axel hair-whipping and head-banging, a shameless rock-star stunt — you’d have to go back to a Temple of the Dog or Tori Amos video to see such acrobatic hair windmills. But it was an eccentric pick for her spotlight, facing her biggest global TV audience with a song hardly anyone knew. She didn’t touch her crowd-pleasing Red hits. It didn’t seem to make sense.

5.

The legend of the ten-minute draft kept building, until she went back to complete it — by then, the song was in charge, and the writer was merely taking orders. She released it on Red (Taylor’s Version) in November 2021. She adds extra verses about this guy tossing his key chain and meeting her dad and her twenty-first birthday party. When her boyfriend doesn’t show up at midnight, her dad tries to cheer her up — the first time he’s quoted in a song. He tells her, “It’s supposed to be fun, turning twenty-one.” She cries while bystanders ask her what happened. (“You! That’s what happened! You!”) She sharpens her adult anger, looking back at the power dynamics of a relationship with an older man. She hits harder about the age difference, jeering, “I’ll get older, but your lovers stay my age.”

She sang about this birthday in “The Moment I Knew,” in 2012, and years later in “Happiness,” on Evermore, recalling “the dress I wore at midnight.” (“Happiness” came out on the eve of her thirty- first birthday — ten years after the party.) At the end of “The Moment I Knew,” the boy calls to tell her he’s sorry. She says, “I’m sorry, too,” then catches herself saying it. That was the moment she knew. Not the last time she’d apologize to a man for what he did, then spend years wondering why.

4.

In the Swiftian universe, any lost scarf is a ticking time bomb that can take years to explode into a song. No scrap of the past is safe from showing up again — no snow globe, no snowmobile, no snow or beach. She’s a detective who never files the cold cases away.

As another great poet of teen angst, Steven Patrick Morrissey, would say: There is a refrigerator light that never goes out.

3.

November 2021: Taylor premieres her fifteen-minute short film in New York, the day the album drops. A thirteen-plex on the Upper West Side. They hand out “All Too Well” pocket-tissue packs at the door. (Not souvenirs, either — they get audibly used.) A loud crowd, a fun crowd, gasping with pain when Sadie Sink curls up on her bed, heckling Dylan O’Brien. The rad Swiftie next to me who flew up from North Carolina (a “Mirrorball” gal) yells, “Fuck you, Jake!” There were cheers for the close-up of her red typewriter.

I see it on the big screen, eight months later, in a different atmosphere: the Tribeca Film Festival. It’s a rare public appearance for Taylor — she hasn’t been spotted anywhere all year. A sizable portion of the audience doesn’t know or care much about her — they’re here for the festival, older, maler, accompanied by the Swifties in their lives. (You can tell who’s who when the festival director says she’s “enchanted” to have Swift there.) On the way into the theater, the ticket person tells me, “Have a marvelous time” — so maybe everybody is an honorary Swiftie today. But it’s definitely the first time I’ve ever seen her walk on to polite applause. She knows she’s on foreign turf, and she’s eager to impress. It’s so surreal to see her work to win people over.

She pivots to Film Geek (Taylor’s Version), in a Q&A with indie director Mike Mills. “I love this John Cassavetes quote,” she says early on, “where he says, ‘I’ve never seen an exploding helicopter. I’ve never seen anybody go and blow somebody’s head off. So why should I make films about them? But I have seen people destroy themselves in the smallest way.’ Whoa — I felt that.”

She discusses that Neruda epigraph, calling it “a line that haunted me and still haunts me. It’s a violent thing to read something that poignant.” The great Chilean poet was a worldwide legend in his own time — but even he probably never imagined that future teenagers would scream at the sight of his name. I’m randomly sitting next to one of my heroes, the great director Jim Jarmusch, who was talking about how he’d never heard her before, but he’s laughing now, charmed by her self-effacing jokes. When Mike Mills praises her narrative flair, saying, “You’re really good at …,” she chimes in with “Drama?” Mills spends the Q&A asking about her nuts-and-bolts creative process — I’ve never heard her do an interview this nerdy. The most surprising revelation: the ending of “All Too Well” is based on the Old Hollywood grande dame Barbara Stanwyck in Stella Dallas, the 1937 King Vidor drama. That scene of the ex-boyfriend standing outside in the cold, wearing her old scarf?

She stole that from the final scene, where Stanwyck watches her estranged daughter’s wedding, as she marries into New York high society. She isn’t invited, so she stands on the sidewalk, peering through the window. That’s how the “All Too Well” film ends — but as far as I can find online, nobody caught that reference.

I became a big Stanwyck fan in my early thirties, weeping over her movies late at night, alone on my couch, watching her suffer in style. It makes sense Swift is a fan. Nobody had presence like Barbara Stanwyck — The Lady Eve is her “Cowboy Like Me” (a con artist loves the game too much to fall in love with a mark), Forty Guns her “Last Great American Dynasty” (rich lady with a mean streak). My personal fave is one nobody else likes, My Reputation, a soapy melodrama from 1946. She’s a young war widow who becomes the shame of her small town. The best scene: She looks around her living room, once a respectable married home, now a den of sin, and sighs, “Women on the loose can be such a mess.”

2.

Did you know Stevie Nicks lost a velvet jacket once? A quintessential Seventies rock story. Cameron Crowe wrote a news bulletin for Rolling Stone, in the Stevie-crazed summer of 1978. Not just any velvet jacket — her extra-special magic lucky jacket, the antique black velvet jacket she wore onstage every night when it was time for “Landslide.” She lost it in L.A. (where else) at a Warren Zevon show (really, where else). “Nicks has all but given up on it being returned,” Rolling Stone reports. “Facing the upcoming Fleetwood Mac tour without the jacket, she says, ‘It’s irreplaceable and means a whole lot more to me than to whomever took it.’ Any information would be appreciated.” There’s a hotline number. The photo depicts her in black mourning clothes, with a widow’s veil.

I like to imagine this jacket is still out there, in the great cosmic rock & roll lost-and-found bin, snuggled up with Taylor’s scarf. The lost girls of rock & roll, they remember the sacred relics that get left behind. Nobody else will ever fucking understand.

1.

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Taylor comes back to these “All Too Well” piano chords sometimes, when she’s telling a sad story, like “Cornelia Street” or “Champagne Problems.” She spends these songs looking into her future, wondering how her older self will feel about her turmoil now. But her stories keep on telling themselves, long after she’s finished writing the song. “All Too Well” keeps evolving, expanding, beyond anything she could have imagined. It’s a song to get passed around until it comes back as something new. Maybe this thing was always going to be a masterpiece. But it can’t turn into a masterpiece until she tears it all up.

From the book Heartbreak Is the National Anthem: How Taylor Swift Reinvented Pop Music, by Rob Sheffield. Copyright © 2024 by Rob Sheffield. To be published on Nov. 12, 2024, by Dey Street Books, an imprint of HarperCollins Publishers. Reprinted by permission.

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