"Talkin' World War III Blues" was a spontaneous composition Dylan created in the studio during the final session for The Freewheelin' Bob Dylan (1963). He recorded five takes of the song and the fifth was selected for the album. The format of the "talkin' blues" permitted Dylan to address the serious subject of nuclear annihilation with humor, and "without resorting to his finger-pointing or apocalyptical-prophetic persona".
The "talkin' blues" was a style of improvised songwriting that Woody Guthrie had developed to a high plane. (A Minneapolis domestic recording that Dylan made in September 1960 includes his performances of Guthrie's "Talking Columbia" and "Talking Merchant Marine".)