Suze Rotolo, who accompanied Bob Dylan on the cover of his second record Freewheelin’ Bob Dylan, passed away on Friday after a long illness. Rotolo, 67, died in her Noho apartment, just a short distance from where the photo for the iconic album cover was taken.

Rotolo lived with Dylan in a small apartment on West Fourth St. during the songwriter’s formative time in New York City, and inspired many of his early love songs including “Don’t Think Twice, It’s All Right,” “Boots of Spanish Leather,” and “Tomorrow is a Long Time.” Her background as the daughter of a staunchly left-wing family played a large role in persuading Dylan’s political leanings.

In her 2009 book A Freewheelin’ Time: A Memoir of Greenwich Village in the Sixties, Rotolo describes how the famous photograph was taken:

“Bob stuck his hands in the pockets of his jeans and leaned into me…We walked the length of Jones Street facing West Fourth with Bleecker Street at our backs. In some outtakes it’s obvious that we were freezing; certainly Bob was, in that thin jacket. But image was all. As for me, I was never asked to sign a release or paid anything. It never dawned on me to ask.”