Inside Criterion's Incredible Restoration of Dylan Doc 'Don't Look Back'

D.A. Pennebaker and producers of Criterion's DVD release weigh in on restoring a classic

Bob Dylan, at a press conference in London in 1966. D.A. Pennebaker's documentary on Dylan's 1965 tour of England, 'Don't Look Back,' was just re-released on DVD/Blu-ray by the Criterion Collection, with new restored monoaural sound. Credit: Express Newspapers/Getty

D.A. Pennbaker still remembers the man with the wiry gray hair and the sunglasses, sitting across from him in his office and posing an innocent enough question. "He asked, 'Would you like to come along on a tour with my client? His name is Bob Dylan.' It sort of rang a bell." The 90-year-old filmmaker lets out a raspy chuckle before continuing to speak at his customary rapid clip. "He had one song, 'The Times They Are A-Changin',' that had been playing on the radio and that's about all I knew. But I'd just done this 15-minute film on a jazz vocalist, Dave Lambert...and at that moment, I'd been sort of making these shorts and then putting them in a box, because there was no market for them. So when Albert [Grossman, Dylan's manager] brought up this tour, I thought, 'Oh, another musician. Here's my chance.' And maybe that would be the start of something."

History will confirm that yes, it was most definitely the start of something. Pennebaker would accompany the then–23-year-old singer-songwriter to England for a brief 1965 spring tour, bringing along his customized sync-sound 16mm camera and capturing several Dylan performances — as well as lots of backstage banter, backroom deals, after-party shenanigans, press conferences, put-downs, temper tantrums, rabid fans and one of the most uncomfortable troubadour-vs.-troubadour encounters ever caught on celluloid. The result, released two years later under the title Don't Look Back, would become the definitive visual portrait of the artist as he prepared to go from folksinging poet/prophet to pop-music gamechanger. It would also create the template for the modern rock documentary and become one of the single most influential movies of all time.

Some 50 years after its creation, Pennebaker's fly-on-the-wall time capsule still seems remarkably fresh — and courtesy of Criterion's recent bells-and-whistles release of the movie, Don't Look Back now sounds, per Pennebaker himself, "better than when I initially recorded and shot it." A labor of love for producer Kim Hendrickson (who'd been involved with the movie's inaugural DVD release at another company back in 1999), the new edition includes a previous commentary track with the filmmaker and tour manager/Dylan partner-in-crime Bob Neuwirth, and 65 Revisited, Pennebaker's odds-ends-and-outtakes movie that was part of a 2006 box set. But it also features a smattering of key early works from the direct-cinema pioneer, including the aforementioned jazz-musician short Lambert & Co. (1964); new testimonials with Patti Smith and writer Greil Marcus; and Snapshots From the Tour, a collection of Back sequences left on the cutting-room floor.

But it's the audio restoration that genuinely makes the new DVD/Blu-ray stick out, thanks to a painstaking process that would help correct earlier mixes of the movie, which tended to employ a "fake stereo" set-up that panned the mono tracks. (Listen to the "Subterranean Homesick Blues" opening on previous DVD releases, and you can hear the bass line bouncing back and forth between your speakers.) That meant going back to quarter-inch magnetic master tapes in Pennebaker's vaults — what Criterion audio supervisor Ryan Hullings calls the "holy grail" of Don't Look Back materials. "D.A. had stored them properly since day one, so they were in excellent physical condition," he relates via email. "The problem was that those tapes used a special version of Fairchild Sync, which was only used for a very, very brief time in the mid-Sixties...and modern tape heads can't read it. I looked all over New York for someone who could transfer the audio, so I wouldn't have to ship these priceless materials out of the state, and no one could play them."

Salvation came in the form of Peter Oreckinto, a former Kiss roadie living in Los Angeles who had a reputation for being "an analog film-audio guru." Hullings sent him the masters and crossed his fingers; the West Coast resident then built his own bespoke tape head from scratch that could read the outdated signal. "He sent back an audio sample as a test," the Criterion employee recalled, "with a note that said 'I have no idea whether this will sync up, but give it a shot.' We were floored by how amazing the recordings sounded — and it synced up perfectly with the picture!"

"It actually changes the movie," Hendrickson says, in regards to the restored sound. "Take the Donovan scene: It has always been read as this big takedown, with Dylan taking the guitar and trying to one-up the singer. But now, you can actually hear Donovan ask Dylan to play 'It's All Over Now, Baby Blue' for him — it changes the intention of the scene entirely. It's not nearly as negative! All of us in the office were watching the movie right after we put the sound track in and we suddenly went, Wait...did he just request the song?!? And none of us could remember hearing that before."

"The Donovan scene has always been read as this big takedown. Now, you can actually hear Donovan ask Dylan to play 'It's All Over Now, Baby Blue' for him — it changes the intention of the scene entirely."

There's also a brief snippet in the supplement section that features Dylan in living if faded color, pounding out a raw, raucous "Ballad of a Thin Man" from the legendary 1966 tour he did with The Band — his first time taking the group out on the road after going electric at Newport in July of 1965, just months after he'd filmed Don't Look Back's acoustic gigs overseas. Hendrickson said she specifically included that moment to emphasize Dylan's subsequent evolution — "We wanted to chart that move from acoustic to electric, from black-and-white to color" is how she puts it. The performance does draw attention, however, to the fact that what would have been a natural addition to the set, Eat the Document, is M.I.A. Though Martin Scorsese used footage from the abandoned project for his 2012 documentary No Direction Home, Pennebaker and Dylan's notorious, never-officially-released follow-up project remains stuck in bootleg-only limbo.

"Would the world have liked Eat the Document as part of this?" Hendrickson asks rhetorically. "Yes, of course, and we included that Ballad footage to emphasize that the bonds that formed on Don't Look Back didn't stop once the '65 tour was done. These two men clearly saw something in each other; Dylan recognized that D.A. got it, and vice versa. But that other project is something that should be celebrated in its own right, and I imagine that it will get out there eventually." Pennebaker agrees, claiming that even if he'd been able to include his cut of the ABC Network-commissioned documentary (Dylan would eventually edit his own version as well), the two films feel like separate entities to him.

"The second project was in a sense his film," the director says. "I was involved, sure, but it really felt more like Dylan saying 'I want you to shoot a film and I'm gonna direct it.' In the end, it got made and ABC didn't want it, and I'm incredibly glad that Marty was able to use as much of it as he did. But I didn't want to have a mutiny on my hands, and I know it will show up eventually. I feel like Bob will figure out what to do with it. He's has always said, 'Well Don't Look Back is your film, man,' and I feel like that's true, for better or worse."

Indeed, given the attention to detail that Criterion has given to framing Don't Look Back as the work of an artist behind the camera in addition to a portrait of the one onscreen, the DVD restoration feels like a tribute to the man who'd forever alter what we expect from music documentaries. "When you revisit this film, most of the time, you talk about Dylan," Hendrickson says. "But it's also the moment that Pennebaker comes into his own. He's moved on from his old collaborators, he's no longer doing those newsreel-style films for Life, and he's started experimenting with avant-garde stuff, like the Duke Ellington piece [Daybreak Express] and the Dave Lambert doc we included here.

"So by the time he starts on Don't Look Back," she continues, "he starts the film off with something that has nothing to do with the tour. He jumps into the middle of scenes and cuts out of them. He's making it up as he goes along. So was Dylan. That's why this works so well. It's because of the two of them. It's revolutionary."

"People are always going to need Dylan," Pennebaker says, when asked about why he thinks the film still holds up. "His way of saying, 'It's all fucked up, but I'll show you a way to get through it' — that will never go away. But most documentaries exist in order to capture a specific moment and then they move on. I wanted to make a film for the future, that wasn't just about 1965. And I think that's why it still works."