Widely regarded as one of Swift’s best songs, “All Too Well” sees her picking up shards of memories after a gut-wrenching breakup. She jumps through time to reflect on her best and worst memories with her ex, making the listener feel as though they were there with the couple.
Swift told Pop Dust that she began writing the song in a soundcheck for her 2011 tour in support of Speak Now. Co-writer Liz Rose explained that the song was initially 10-15 minutes long before she helped Swift pare it down, and Swift shared some of the original lyrics in a deluxe edition of her 2019 album, Lover.
Melodically, this version of “All Too Well” is more subdued than the version we hear on the album. This change is evident throughout the song. This version begins with a saccharine melody before building up to a steady drum beat, while the original is heavily backed by guitar.
Lyrically, the songs are also different. This ten minute version is more vitriolic and bitter, while the album version is bittersweet. The metaphors in Verse 3 are reminiscent of folklore/evermore era Taylor, rather than Red era, with comparisons to bolder themes like death and tragedy rather than just the specific memories present in the original.
Many believe Swift took inspiration from her relationship with actor Jake Gyllenhaal — the secret message “Maple Lattes” is hidden in the song’s liner notes, and the two shared those coffees in November 2010. In a 2015 interview with Howard Stern, Gyllenhaal claimed to not know that Swift wrote a song about him, though she seemingly told Vulture he reached out to her after hearing the album.
“All Too Well” was the fourth song to contribute to Swift’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.”