diff --git a/fs/dcache.c b/fs/dcache.c
index bd57b9a08894..9e1486db64a7 100644
--- a/fs/dcache.c
+++ b/fs/dcache.c
@@ -665,30 +665,57 @@ static bool lock_for_kill(struct dentry *dentry)
 	return false;
 }
 
-static inline bool retain_dentry(struct dentry *dentry)
+/*
+ * Decide if dentry is worth retaining.  Usually this is called with dentry
+ * locked; if not locked, we are more limited and might not be able to tell
+ * without a lock.  False in this case means "punt to locked path and recheck".
+ *
+ * In case we aren't locked, these predicates are not "stable". However, it is
+ * sufficient that at some point after we dropped the reference the dentry was
+ * hashed and the flags had the proper value. Other dentry users may have
+ * re-gotten a reference to the dentry and change that, but our work is done -
+ * we can leave the dentry around with a zero refcount.
+ */
+static inline bool retain_dentry(struct dentry *dentry, bool locked)
 {
-	WARN_ON(d_in_lookup(dentry));
+	unsigned int d_flags;
 
-	/* Unreachable? Get rid of it */
+	smp_rmb();
+	d_flags = READ_ONCE(dentry->d_flags);
+
+	// Unreachable? Nobody would be able to look it up, no point retaining
 	if (unlikely(d_unhashed(dentry)))
 		return false;
 
-	if (unlikely(dentry->d_flags & DCACHE_DISCONNECTED))
+	// Same if it's disconnected
+	if (unlikely(d_flags & DCACHE_DISCONNECTED))
 		return false;
 
-	if (unlikely(dentry->d_flags & DCACHE_OP_DELETE)) {
-		if (dentry->d_op->d_delete(dentry))
+	// ->d_delete() might tell us not to bother, but that requires
+	// ->d_lock; can't decide without it
+	if (unlikely(d_flags & DCACHE_OP_DELETE)) {
+		if (!locked || dentry->d_op->d_delete(dentry))
 			return false;
 	}
 
-	if (unlikely(dentry->d_flags & DCACHE_DONTCACHE))
+	// Explicitly told not to bother
+	if (unlikely(d_flags & DCACHE_DONTCACHE))
 		return false;
 
-	/* retain; LRU fodder */
-	if (unlikely(!(dentry->d_flags & DCACHE_LRU_LIST)))
+	// At this point it looks like we ought to keep it.  We also might
+	// need to do something - put it on LRU if it wasn't there already
+	// and mark it referenced if it was on LRU, but not marked yet.
+	// Unfortunately, both actions require ->d_lock, so in lockless
+	// case we'd have to punt rather than doing those.
+	if (unlikely(!(d_flags & DCACHE_LRU_LIST))) {
+		if (!locked)
+			return false;
 		d_lru_add(dentry);
-	else if (unlikely(!(dentry->d_flags & DCACHE_REFERENCED)))
+	} else if (unlikely(!(d_flags & DCACHE_REFERENCED))) {
+		if (!locked)
+			return false;
 		dentry->d_flags |= DCACHE_REFERENCED;
+	}
 	return true;
 }
 
@@ -720,7 +747,6 @@ EXPORT_SYMBOL(d_mark_dontcache);
 static inline bool fast_dput(struct dentry *dentry)
 {
 	int ret;
-	unsigned int d_flags;
 
 	/*
 	 * try to decrement the lockref optimistically.
@@ -749,45 +775,18 @@ static inline bool fast_dput(struct dentry *dentry)
 		return true;
 
 	/*
-	 * Careful, careful. The reference count went down
-	 * to zero, but we don't hold the dentry lock, so
-	 * somebody else could get it again, and do another
-	 * dput(), and we need to not race with that.
-	 *
-	 * However, there is a very special and common case
-	 * where we don't care, because there is nothing to
-	 * do: the dentry is still hashed, it does not have
-	 * a 'delete' op, and it's referenced and already on
-	 * the LRU list.
-	 *
-	 * NOTE! Since we aren't locked, these values are
-	 * not "stable". However, it is sufficient that at
-	 * some point after we dropped the reference the
-	 * dentry was hashed and the flags had the proper
-	 * value. Other dentry users may have re-gotten
-	 * a reference to the dentry and change that, but
-	 * our work is done - we can leave the dentry
-	 * around with a zero refcount.
-	 *
-	 * Nevertheless, there are two cases that we should kill
-	 * the dentry anyway.
-	 * 1. free disconnected dentries as soon as their refcount
-	 *    reached zero.
-	 * 2. free dentries if they should not be cached.
+	 * Can we decide that decrement of refcount is all we needed without
+	 * taking the lock?  There's a very common case when it's all we need -
+	 * dentry looks like it ought to be retained and there's nothing else
+	 * to do.
 	 */
-	smp_rmb();
-	d_flags = READ_ONCE(dentry->d_flags);
-	d_flags &= DCACHE_REFERENCED | DCACHE_LRU_LIST | DCACHE_OP_DELETE |
-			DCACHE_DISCONNECTED | DCACHE_DONTCACHE;
-
-	/* Nothing to do? Dropping the reference was all we needed? */
-	if (d_flags == (DCACHE_REFERENCED | DCACHE_LRU_LIST) && !d_unhashed(dentry))
+	if (retain_dentry(dentry, false))
 		return true;
 
 	/*
-	 * Not the fast normal case? Get the lock. We've already decremented
-	 * the refcount, but we'll need to re-check the situation after
-	 * getting the lock.
+	 * Either not worth retaining or we can't tell without the lock.
+	 * Get the lock, then.  We've already decremented the refcount to 0,
+	 * but we'll need to re-check the situation after getting the lock.
 	 */
 	spin_lock(&dentry->d_lock);
 
@@ -798,7 +797,7 @@ static inline bool fast_dput(struct dentry *dentry)
 	 * don't need to do anything else.
 	 */
 locked:
-	if (dentry->d_lockref.count || retain_dentry(dentry)) {
+	if (dentry->d_lockref.count || retain_dentry(dentry, true)) {
 		spin_unlock(&dentry->d_lock);
 		return true;
 	}
@@ -847,7 +846,7 @@ void dput(struct dentry *dentry)
 		dentry = __dentry_kill(dentry);
 		if (!dentry)
 			return;
-		if (retain_dentry(dentry)) {
+		if (retain_dentry(dentry, true)) {
 			spin_unlock(&dentry->d_lock);
 			return;
 		}
