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All Too Well

RED (2012) | RED (Taylor's Version) [2021]

This article is about the standard version. For the 10 Minute Version, see “All Too Well (10 Minute Version)”.

“All Too Well” is track five on Taylor’s fourth studio album, RED (2012). She finds herself reminiscing on the memories of a past relationship from start to finish. The re-recording of the song, “All Too Well (Taylor’s Version)”, was released on November 12, 2021, on RED (Taylor’s Version). “All Too Well” is generally regarded as her best song to date, by critics and fans as well as Taylor herself. The song has received numerous accolades.

“All Too Well” is a country rock ballad that describes heartache ensued from a devastating break-up, by narrating expository details from Taylor’s vivid memory. Widely regarded as one of her best songs, it sees her picking up shards of memories as she jumps through time to reflect on her best and worst memories with her ex, making the listener feel as though they experienced these moments too.

Background and Composition

“All Too Well” was the first song Taylor wrote for RED, after a six-month writing block that followed a particularly painful ending of a relationship. “There’s a kind of bad that gets so overpowering you can’t even write about it,” she told USA Today of that time. She started writing the song by herself unexpectedly while on her “Speak Now World Tour” in Asia in early 2011. Nine years later, she reflected on the songwriting process in an interview with Rolling Stone:

«It was a day when I was a broken human, walking into rehearsal, just feeling terrible about what was going on in my personal life. I remember we had just hired David Cook, who is now my band leader. I think it was his first day meeting me and I ended up just playing four chords over and over again. The band started kicking in, like Amos Heller on bass. People just started playing along with me. I think they could tell I was really going through it. And I just started singing, and riffing, and sort of ad-libbing this song that, basically, was ‘All Too Well.’ It started with, ‘I walked through the door with you, the air was cold.’ It literally just was that song, but it had probably seven extra verses. It included the f-word. I remember my sound guy was like, ‘Hey, I burned a CD of that thing that you were doing, in case you want it.’ And I was like, ‘Sure, yeah.’ I ended up taking it home and listening to it. I was like, ‘I actually really like this. But it definitely is like ten minutes long and I need to tear it down.’ So I called Liz Rose, and she came over, and I played it for her. She was like, ‘Whoa, I love this!’ So we kind of edited and teared it down to what it is now. But that was a very serendipitous creation of ten stories.»

Taylor Swift

In an interview with Good Morning America, Taylor said that the song was “the hardest to write on the album”, saying: “it took me a really long time to filter through everything I wanted to put in the song without it being a 10-minute song, which you can’t put on an album. I wanted a story that could work in the form of a song.” With the help of Liz Rose, Taylor was eventually able to consolidate her feelings into an album-friendly track. The song’s final studio recording was produced by Nathan Chapman and Taylor. In an interview with Rolling Stone, Liz Rose explained how “All Too Well” came to be, stating:

«I hadn’t heard from her in awhile. She hadn’t really been writing. [...] I was in my driveway and my phone rings, and it’s Taylor saying, ‘Man, I’ve got this thing and I really need you to help me with it. Can you write today? What are you doing today?’ So I drove over to Taylor’s. It was the first song she wrote for that record, I think. She had a story and she wanted to say something specific. She had a lot of information. I just let her go. She already had a melody and she started singing some words, and I started writing things down, saying, ‘Ok, let’s use this, let’s use that.’ She mentioned a plaid shirt, and I wrote that down in a corner, and when we got to the end, I said, ‘Let’s put the plaid shirt in there.’ That turned into one of the best lines. [...] It was the most emotional, in-depth song we’ve ever written.»

Liz Rose

“All Too Well” was the fourth song to contribute to Taylor’s “Track Five pattern,” a pattern fans have noted where she puts one of the most emotive songs on an album as the fifth track. Previous examples were “Cold As You,” “White Horse,” and “Dear John.”

Lyrical Theme

“All Too Well” is widely speculated to be about actor Jake Gyllenhaal, who Taylor dated from October to December 2010, though he claimed to not have known the song was written about him in a 2015 interview with Howard Stern. An unnamed insider allegedly confirmed Gyllenhaal as the song’s subject to Us Weekly in 2012. The song’s secret message in RED‘s liner notes is “MAPLE LATTES”, which some sources theorized was a reference to a Thanksgiving date in which Taylor and Gyllenhaal both ordered maple lattes at a Park Slope, Brooklyn, coffee shop.

The first of four deluxe editions of Taylor’s 2019 album Lover contained her old diary, in which some of the scrapped lyrics of “All Too Well” can be found: “There we are again/You’re crying on the phone/Realized you lost the one real thing you’ve ever known” was the original bridge of the song, while the original opening lines were “I walked through the door with you/The air was cold/Pictures on the fireplace, you’re showing me around.” Additional original lyrics included read, “There we are again/When you blew the candle out/Took this blazing love and steered it right into the ground,” and “You’ll mail back my things in a box with no note/Except for that scarf from the very first week/Yeah you keep it in your drawer ’cause it smells like me.”

Live Performances

“All Too Well” is a fan-favorite. Over time, the song achieved a cult following within Taylor’s fanbase, and with music critics and other artists as well. Despite not being a single upon release, “All Too Well” is one of her most widely recognized, requested, and covered songs. Taylor herself remarked this unexpected popularity during her “reputation Stadium Tour” in 2018:

«It's weird because I feel like this song has two lives to it in my brain. There's the life of this song, where this song was born out of catharsis, and venting, and trying to get over something, and trying to understand it and process it. And then there's the life where it went out into the world and you turned this song into something completely different for me. You turned this song into a collage of memories of watching you scream the words to this song, or seeing pictures that you post to me of you having written words to this song in your diary, or you showing me your wrist, and you have a tattoo of the lyrics to this song underneath your skin. And that is how you have changed the song 'All Too Well' for me.»

Liz Rose

On January 26, 2014, Taylor performed “All Too Well” at the 56th Annual Grammy Awards in Los Angeles, where RED was nominated for “Album of the Year” and “Best Country Album.” Her performance was praised and received a standing ovation. She also performed the song live throughout her “The RED Tour” (2013-2014), while playing the piano. On August 21, 2015, Taylor sang the song in Los Angeles at the Staples Center, the only time on “The 1989 World Tour.” On February 4, 2017, she performed the song as part of the Super Saturday Night show in Houston, and several times during her “reputation Stadium Tour” in 2018.

Taylor notably performed the “All Too Well (10 Minute Version)” on Saturday Night Live on November 13, 2021, where she was the musical guest for the night. She has performed the 10 Minute Version multiple times since then, including on “The Eras Tour” (2023-2024), where it is part of the regular setlist.

Critical Reception

“All Too Well” has received widespread acclaim from critics, who have lauded it as one of Taylor’s best-written songs for its heavily detailed and powerful lyrics. Rob Sheffield of Rolling Stone wrote that Taylor”[spins] a tragic tale of doomed love and scarves and autumn leaves and maple lattes. Writing for Slant Magazine, Jonathan Keefe chose “All Too Well” as “arguably the finest song in Swift’s entire catalogue:” it “crescendos from coffeehouse folk to arena rock […] until she unleashes one of her best-ever lines […] and the song explodes into a full-on bloodletting.” In Sam Lansky’s review of Red published in Idolator, he stated that of all of the songs on Red, “All Too Well” “hits the hardest… reaching an almost hysterical unraveling.” J. English of NPR praised its maturity compared to her earlier work, writing that Taylor “mourns the loss of her innocence” while simultaneously acknowledging her naïveté as she comes of age.

The song consistently ranks at the top of Taylor’s discography. Hannah Mylrea of NME dubbed “All Too Well” Taylor’s magnum opus, with “some of Swift’s best ever couplets” offsetting the “small, painful details” portrayed throughout the song. Critics have ranked “All Too Well” as one of Taylor’s best all-time songs and one of the best songs of the 2010s.

Commercial Performance

The week RED was released, all of the songs charted in different countries due to strong digital sale downloads. On the issue date November 10, 2012, “All Too Well” debuted at No. 80 on the Billboard Hot 100, No. 22 on the Digital Song Sales chart, No. 59 on the Canadian Hot 100, and No. 17 on the Hot Country Songs chart. On July 23, 2018, “All Too Well” was certified Gold by the Recording Industry Association of America for selling over 500,000 units in the country.

Legacy

“All Too Well” is the most critically acclaimed song in Taylor’s catalog, frequently lauded by critics and fans in retrospective reviews. Rob Sheffield of Rolling Stone ranked “All Too Well” as the best song in Taylor’s catalog, writing, “No other song does such a stellar job of showing off her ability to blow up a trivial little detail into a legendary heartache.” Sheffield ranked the song as the best song of the 2010s decade, writing that “Every detail of ‘All Too Well’ is the calculating flourish of a master […] ‘All Too Well’ peaks about six times, then calms… then she rips up her masterpiece and starts the song over.” Uproxx ranked it as the 10th best song of the decade, writing that “Swift manages to be both a character and a visitor in her own memories,” while Stereogum chose it as the 14th best, opining that “Swift’s knack for perfectly pointed observations” make the song a “perfect distillation of love found and lost.” Pitchfork ranked the song as the 57th best song of the 2010s, applauding “her emotional intelligence, her candor, her economy of words, [and] her ability to find beauty in vulnerability.” Rolling Stone placed “All Too Well” at No. 29 of its list of “The 100 Greatest Songs of the Century So Far” (2018) and at No. 5 on its list of “The 100 Best Songs of the 2010s.” It was included in unranked 2010s-decade-end lists by Time and Parade. It also ranked at No. 13 on NPR‘s list of the top 25 songs of the decade, determined by audience polls.

The song has achieved a cult following within Taylor’s fanbase, and despite not being a single, it is one of her most widely recognized songs. Taylor herself remarked this unexpected popularity during her “reputation Stadium Tour” in 2018:

«It's weird because I feel like this song has two lives to it in my brain. In my brain, there's the life of this song, where this song was born out of catharsis, and venting, and trying to get over something, and trying to understand it and process it. And then there's the life where it went out into the world and you turned this song into something completely different for me. You turned this song into a collage of memories of watching you scream the words to this song, or seeing pictures that you post to me of you haven written words to this song in your diary, or you showing me your wrist, and you have a tattoo of the lyrics to this song underneath your skin. And that is how you have changed the song 'All Too Well' for me.»

Taylor Swift

The Scarf

“All Too Well” opens with the lines “I walked through the door with you / the air was cold / but something about it felt like home somehow / and I left my scarf there at your sister’s house / and you’ve still got it in your drawer even now.” Brad Nelson writes in The Atlantic that the scarf is a Chekhov’s gun whose reappearance in the final verse (“But you keep my old scarf from that very first week / ’cause it reminds you of innocence / and it smells like me) is thoughtful and “brutal”. He explained the missing scarf quickly became a “fantastic pop culture mystery” that has created much online buzz. According to the lyrics, the scarf was originally lost at the residence of American actress Maggie Gyllenhaal, sister of Jake Gyllenhaal, but when enquired about this in 2017, Maggie Gyllenhaal stated she has no idea where the scarf is, and did not understand why people asked her about it until an interviewer explained the lyrics to her. According to music journalist Rob Sheffield, both the song and the scarf are so significant to Taylor’s discography that it “should be in the Rock and Roll Hall of Fame.” The scarf has become a symbol in Taylor’s fandom, inspiring jokes, memes, and interview questions. It has even inspired numerous fan fictions in other fandoms. Writer Kaitlyn Tiffany of The Verge described the scarf as “the green dock light of our time.”

The Short Film

Further information: “All Too Well (The Short Film)”

On November 12, 2021, Taylor released the self-directed short film for the 10-minute version of the song, titled All Too Well (The Short Film), starring herself and American actors Sadie Sink and Dylan O’Brien. It received acclaim from both film and music critics and received many accolades, including the Grammy Award for “Best Music Video” in 2023.

Lyrics

[Intro]
I walked through the door with you
The air was cold
But something about it felt like home somehow
And I left my scarf there at your sister’s house
And you’ve still got it in your drawer even now

[Verse 1]
Oh, your sweet disposition
And my wide-eyed gaze
We’re singing in the car, getting lost Upstate
Autumn leaves falling down like pieces into place
And I can picture it after all these days

[Pre-Chorus 1]
And I know it’s long gone and that magic’s not here no more
And I might be okay But I’m not fine at all…

[Chorus 1]
‘Cause there we are again on that
Little town street
You almost ran the red ’cause you were
Lookin’ over at me
Wind in my hair, I was there
I remember it all too well

[Verse 2]
Photo album on the counter
Your cheeks were turning red
You used to be a little kid with glasses
In a twin sized bed
And your mother’s telling stories
About you on the tee ball team
You taught me about your past Thinking your future was me

[Pre-Chorus 2]
And I know it’s long gone and there was nothing else I could do
And I forget about you long enough to forget why I needed to…

[Chorus 2]
‘Cause there we are again in the middle of the night
We’re dancing ’round the kitchen in the refrigerator light
Down the stairs, I was there
I remember it all too well, yeah

[Bridge]
Well, maybe we got lost in translation
Maybe I asked for too much
But maybe this thing was a masterpiece
Till you tore it all up
Running scared, I was there
I remember it all too well
And you call me up again
Just to break me like a promise
So casually cruel in the name of being honest
I’m a crumpled up piece of paper lying here
‘Cause I remember it all, all, all…too well

[Verse 3]
Time won’t fly, it’s like I’m paralyzed by it
I’d like to be my old self again
But I’m still trying to find it
After plaid shirt days and nights when you
Made me your own
Now you mail back my things and I
Walk home alone

[Chorus 3]
But you keep my old scarf from that very first week
‘Cause it reminds you of innocence
And it smells like me
You can’t get rid of it
‘Cause you remember it all too well

[Outro]
‘Cause there we are again, when I loved you so
Back before you lost the one real thing you’ve ever known
It was rare, I was there, I remember it all too well
Wind in my hair, you were there, you remember it all
Down the stairs, you were there, you remember it all
It was rare, I was there, I remember it all too well