This paper outlines a thesis that involves a three-tier approach to the discourse analysis of historically and culturally significant song lyrics in the New Zealand album Whats’ Be Happen? (Herbs, 1981). The study is framed by language theorist Mikhail Bakhtin’s theorisation of language and discourse as “dialogic”. That is that utterances are actively engaged in social dialogue, where meaning is understood “against the background of other concrete utterances on the same theme” (Bakhtin, 1981, p.281). Bakhtin emphasises an analysis that therefore overcomes divisions between form, content and context. The first level or meta-analysis focuses on the dialogic relationship between the lyrics and other contemporaneous and more recent texts that articulate their political, social and ethical context. The second, meso-analysis investigates heteroglossia (Bakhtin’s term for the multiplicity of voices, languages and genres), and intertextuality. The micro level analysis draws on Terry Eagleton’s (2007) approach to the analysis of poetic discourse in examining textual structure and discursive content and form in relation to context and meaning. This third level of analysis also includes consideration of the impact of reggae rhythms on lexical choices and language structures.