In August, 1963, Bob Dylan joined Joan Baez on her short tour of the northeast United States as a regularly scheduled surprise guest. Thanks to his manager, Albert Grossman, Dylan received more money per show than the headliner.
The tour started on August 3 at the Camden Music Fair in New Jersey, followed by dates in Asbury Park, New Jersey; New Haven, Connecticut; and Lenox, Massachusetts, before climaxing at New York's Forest Hills Tennis Stadium on the 17th, On his off days, Dylan recorded tracks for his third album, The Times, They Are A-Changin'.

(Columbia Records)
By the time the tour reached Lenox, the show went something like this (according to Howard Sounes) : Baez started with her usual solo set, ending with "Blowin' In The Wind". She would then introduce the author of the song, who would perform a short solo set. Baez and Dylan would end the show with a series of duets.
While there were those that enthusiastically greeted Dylan, others in the audience were disappointed that this scruffy, untrained, unknown folk singer took up much of the show's second half.
The Baez-Dylan concerts in Connecticut and Massachusetts occurred somewhere around August 13-16. On one of these dates, Dylan was refused a room in a hotel due to his "unwashed" appearance until Baez came to his defense. This incident was the catalyst for Dylan to write a song of revenge, entitled "When The Ship Comes In". It was first recorded by Dylan as a Witmark Demo later that month, then at Columbia Recording Studios' Studio A on October 23. The song was first performed live at the March on Washington on August 28.
Lotte Lenya singing "Pirate Jenny" in the original 1931 film, The Threepenny Opera.
The song itself was inspired by a song from the Brecht-Weill play Threepenny Opera called "Jenny's Song (Pirate Jenny)", which showed the cultural influence of Dylan's girlfriend, Suze Rotolo.

(Scribner)
According to Seth Rogovoy, author of Bob Dylan: Prophet Mystic Poet (Scribner), in "When the Ship Comes In," Bob Dylan symbolized the moment of transitional change through biblical, nearly psychedelic images of weather and nature behaving in strange and unpredictable ways:
I wanna sing one song here recognizing that there are Goliath's nowadays. An err people don't realize just who the Goliath's are but in older days Goliath was slayed and everybody looks back nowadays and sees how Goliath was. Nowadays there are crueler Goliath's who do crueler crueler things but one day they gonna be slain too, And people 2,000 years from now can look back an say remember when Goliath the second was slain.
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