Songfacts®:

• The first song that Swift wrote for Red, she penned the tune in 2011 with Liz Rose, one of her co-writers on her first three albums. The heart-rending breakup tune came 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. "When you feel pain that is so far past dysfunctional, that leaves you with so many emotions that you can't filter them down to simple emotions to write about, that's when you know you really need to get out."
• Swift was asked by The Daily Beast if she ever felt guilty regarding writing about an ex. She replied: "I take these songs and these people who inspire these songs on a case-by-case basis. If there were someone who was a good person, I'm not going to write something bad about them. But if they handle a situation in a way that really messed up my life for a while, that's what I'm going to write about. For me, I've never changed the reason I write a song. Songs for me are like a message in a bottle. You send them out to the world and maybe the person who you feel that way about will hear about it someday."
• Taylor is a noted fan of singer/songwriter Matt Nathanson of "Come On Get Higher" and "Run" fame, to the extent that she has been known to perform with the lyrics of his song "Modern Love" written on her arm. Fans have pointed out the similarity between a lyric in this song ("And I forget about you long enough to forget why I needed to"), and a line from Nathanson's 2003 tune "I Saw," ("And I'll forget about you long enough to forget why I need to").
  
  Maybe Taylor wanted to pay homage to Nathanson or it may be simply unconscious plagiarism on her part. However, Nathanson seems to believe it to be plagiarism. According to Gawker site, he posted a tweet after the rumors first surfaced that was subsequently deleted in which he wrote, "She's definitely a fan, and now she's a thief."
• "All Too Well" is said to be based on Taylor's relationship with actor Jake Gyllenhaal, whom she dated for three months in 2010. During the song, she sings:
  
  Left my scarf there at your sister's house,
  And you still got it in your drawer even now
  
  When Jake's sister Maggie Gyllenhaal sat down with Andy Cohen on Watch What Happens Live, she was asked whether Taylor once left a scarf at her house. The actress looked bewildered and replied, "You know, I never understood why everybody asked me about this scarf. What is this? I am in the dark about the scarf."
• The song was originally a vitriolic and bitter 10-minute tirade Swift spat out during a soundtrack on her 2011 Speak Now tour. She then edited it with the help of collaborator Liz Rose.
  
  "I was just feeling terrible about what was going on in my personal life," she explained during an appearance on Rolling Stone's 500 Greatest Albums podcast. "I just started singing and riffing and ad-libbing this song that basically was 'All Too Well.' It literally just was that song, but it had probably seven extra verses... and it included the F-word."
  
  A sound guy burned her rant onto a CD, and Swift took her demo home and got some perspective after listening back to it. "I was like, 'I actually really like this, but it definitely is, like, 10 minutes long and I need to pare it down, so I'm going to call Liz Rose,'" she recalled.
• This is the fifth track on Red. It follows the track five pattern on all of Swift's albums where she traditionally places her most anguish-filled songs. Previous fifth tracks had been "Cold As You" and "White Horse."
• Swift re-recorded her first six albums – originally released on Big Machine Records – in order to regain ownership of her lucrative master recordings following their sale. The pop star released the uncut, 10-minute version on November 12, 2021, as part of her re-recorded album, Red (Taylor's Version).
• In one of her additional verses, Swift brings up the incident where Gyllenhaal missed her 21st birthday party - a transgression she detailed in another Red track, "The Moment I Knew."
  
  You who charmed my dad with self-effacing jokes
  Sipping coffee like you're on a late-night show
  But then he watched me watch the front door all night, willing you to come
  And he said, "It's supposed to be fun turning twenty-one"
  
  When Gyllenhaal didn't show up for her birthday bash, it proved to be the final nail in the coffin.
• Swift released a self-directed short film to accompany the 10-minute version. Also titled All Too Well, it stars Stranger Things' Sadie Sink and Maze Runner's Dylan O'Brien. The 15-minute visual is split into seven chapters, each chronicling a period in Sink and O'Brien's relationship. Swift cameos in the film's epilogue as an older version of Sink's character.
• Swift gave the debut live performance of "All Too Well (10 Minute Version) (Taylor's Version)" following the premiere of the All Too Well film at Manhattan's AMC 13 Lincoln Square cinema on November 12, 2012.
• Taylor Swift performed the 10-minute version of the song on the November 3, 2021 episode of Saturday Night Live. Swift sang the track, accompanying herself on acoustic guitar, as the All Too Well film played behind her on a screen.
• Fans and critics have long dubbed Red, the "Sad Girl Autumn" album for its autumnal heartbreak themes. Examples in this song include the cold air, falling autumn leaves, and need for a scarf.
  
  A few days after releasing the 10-minute version of "All Too Well," Swift drove up to Aaron Dessner's Long Pond Studios and recorded a "Sad Girl Autumn" version of this song. Sharing her rendition on social media, Swift wrote: "One of the saddest songs I've ever written just got sadder."
• "All Too Well (10 Minute Version)" debuted at #1 on the Hot 100 in the week after the release of Red (Taylor's Version). The song became the longest track to ever top the chart, usurping Don McLean, whose 8:32 single "American Pie" spent four weeks at the summit in 1972.
• Jake Gyllenhaal has no hard feelings towards Swift over her dissing him. "It's her way of expressing herself," he told Esquire Italia magazine. "Artists draw on their personal experiences to write songs and I'm not angry with her."
• All Too Well: The Short Film earned Swift her third Video Of The Year award from the MTV Video Music Awards, breaking the record for most wins in that category. She used the opportunity to announce the release of her next album, Midnights.
  
  Swift previously won with "Bad Blood" in 2015 and "You Need To Calm Down" in 2019.
  
  The other artists with two awards are Eminem ("The Real Slim Shady," "Without Me"), Beyoncé ("Single Ladies (Put a Ring on It)," "Formation"), and Rihanna ("Umbrella," "We Found Love").
• Swift says "All Too Well" is a prime example of her "fountain pen" lyricism, where she sets the scene with vivid descriptions and lots of emotional intensity. It's as if she's writing in a diary with a fountain pen.
  
  Her other lyric styles are "quill pen" (old-timey, poetic) and "glitter gel pen" (upbeat, fun, a little goofy).
• "All Too Well (10 Minute Version)" won Best Video and Best Longform Video at the MTV Europe Music Awards 2022. Swift also took home the prizes for Best Artist and Best Pop.
• The short film won the Favorite Music Video prize at the 2022 American Music Awards. Swift also took home the night's biggest honor, Artist of the Year, as well as Favorite Female Pop Artist and Favorite Female Country Artist, while Red (Taylor's Version) won the Favorite Country Album and Favorite Pop Album awards.
• "All Too Well" won for Best Music Video at the Grammy Awards in 2023. It was nominated for Song Of The Year but lost to "Just Like That" by "Bonnie Raitt."
• "All Too Well" plays a part in the 2024 movie The Fall Guy, directed by David Leitch. The film follows a stuntman (Ryan Gosling) reuniting with his ex-girlfriend Jody Moreno (Emily Blunt) on the set of her directorial debut. There's a twist, though: Colt ghosted Jody 18 months prior after a nasty injury. Now, forced to work together, tensions simmer.
  
  In one scene, Colt finds himself alone in his car after a rough day, seeking solace in "All Too Well." Jody catches him in the act: "Have you been crying to Taylor Swift?" she asks, to which Colt replies, "Doesn't everyone?"
  
  This musical choice came from producer Emily McCormick, Leitch's wife. Initially, Leitch envisioned a different song for the scene, but McCormick felt it lacked the right touch. A trip to see Swift's Eras tour in Las Vegas changed everything.
  
  "She sang the 10-minute version," McCormick recalled to Vanity Fare. "David was blown away." They knew that the pop star's Red ballad was the perfect fit, but securing the rights wasn't guaranteed. Swift's approval, along with potential licensing costs, were hurdles to overcome.
  
  "The first time we dropped it in, we knew there was no going back," said McCormick, "and we were going to be really upset if we couldn't get it."
  
  "We showed her what we had cut, and there were no notes," she added. "Thankfully, she's open to the process, and didn't price herself so far out of our budget that we weren't able to include her."
• Stanford University students could take a very deep dive into this song in 2023 with a course called "All Too Well (Ten Week Version)." It's far from the first college course on Taylor Swift (New York University, Arizona State University and the University Of South Carolina also ran courses on Swift) but it's the only one we know of dedicated to a specific song.