The Beatles - four lads from Liverpool who 'shook the world' - released their first two albums in 1963 (Please Please Me and With the Beatles). These early works revealed influences that were largely American, from rock 'n' roll legends like Chuck Berry to harmonised girl groups like the Shirelles, combined with the 'skiffle' music popularised in the UK by Lonnie Donegan. In a classic example of the old 'coals to Newcastle' / 'fridges to an Eskimo' situation, the Beatles succeeded in selling their Scouse¹-infused Americana back to the United States. In 1964, with two more long-playing releases back home (A Hard Day's Night and Beatles for Sale), they confirmed their position as the world's biggest pop act when their songs occupied 12 of the top 100 songs in the US Billboard singles charts, their appearance on The Ed Sullivan Show attracted record TV ratings and their mammoth tour of North America saw them visit 24 different cities. 'Beatlemania' had begun in earnest.

As their fame spread, so too their influences expanded. Courtesy of Bob Dylan, the Beatles discovered both folk music and marijuana², and in March 1965, they experienced LSD for the first time. Although its influence wouldn't be wholly evident in their music until their sixth release, Rubber Soul, their fifth album contained the first example of a possibly drug-inspired lyric, in 'It's Only Love', which began with the phrase 'I get high when I see you go by'.

The boys themselves were maturing, both as artists and as men. Paul had moved in with his girlfriend, actress Jane Asher, George was living with Patti Boyd, John Lennon had been married for two years (to Cynthia, not that he allowed that little detail to be discussed by the press), and on 20 January, 1965, Ringo proposed to his long-time girlfriend Maureen Cox; they were married on 11 February that year. Four days later, Ringo joined his friends and producer George Martin for the first day's recording session for their fifth album at the now-famous Abbey Road studios in North-west London.

Help! - The Film

The success of the Beatles' first film, A Hard Day's Night, made a follow-up inevitable. Directed once more by Richard Lester, it reflected the change in lifestyle for the boys since that first film. With a bigger budget, Lester was able to make the film in colour and utilise glamorous locations across the world - the Bahamas! Austria! London! Filming began in the Bahamas on 23 February, 1965.

Help! offered a more fictionalised version of the Beatles' lifestyles than their previous film had presented to fans; an early scene shows them all going home to humble terraced houses next door to each other, only for the interior to reveal that all of the houses have been knocked together to form one colossal psychedelic bachelor pad.

Charles Wood's script for Help! - originally titled 'Eight Arms to Hold You' - was more intentionally wacky and plot-driven than A Hard Day's Night, involving various groups of villains intent on acquiring a sacred ring that is currently stuck on Ringo's hand. At one point, the other band members try to help Ringo remove the ring and suggest that he could always cut off his finger. As Ringo protests, Paul points out: 'You don't miss your tonsils, do yer?' - a reference to the operation Ringo had undergone the previous December.

The film once more brought the band into contact with some of the top names in underground comedy and drama, including Leo McKern, Eleanor Bron, Victor Spinetti and Roy Kinnear. The band's roadie, Mal Evans, also appeared as a confused channel swimmer popping up through an ice-hole in Austria.

In between short scenes involving the other characters that advanced the plot, the Beatles performed a selection of songs from their back catalogue and their forthcoming album, also called Help!

Songs Heard in the Film

• 'Help!'
• 'You're Going To Lose That Girl'
• 'You've Got To Hide Your Love Away'
• 'Ticket To Ride'
• 'The Night Before'
• 'I Need You'
• 'Another Girl'
• 'She's A Woman' (used as background music)
• 'A Hard Day's Night' (played as an instrumental using Indian instruments)

The film premiered on 29 July, 1965, at the London Pavilion in Piccadilly Circus. The Beatles themselves were not fond of the picture, however; John Lennon commented in a 1970 interview for Rolling Stone magazine that he'd felt like an extra in his own movie (although in fairness, he spent most of that interview bitching about everything else the Beatles had done).

The Album - Side One

Something lost to the CD-generation is the concept of the A- and B-side of an album. For Help!, the Beatles arranged the album so that the A-side acted as the soundtrack to their recent film of the same name, while side B contained other songs that hadn't been considered suitable / good enough for the film.

Note: When italicised, Help! refers to the album or film, while the song of the same name is listed as 'Help!'.

'Help!'

The title track of the album was largely composed by John, with input from Paul. It expressed John's dissatisfaction with his life as a Beatle after nearly four intensive years of touring, recording and dealing with sudden exposure to the world of a celebrity. He was also bored of his domestic life with a wife and young son.

I was fat and depressed and I was crying out for help.

John Lennon, interviewed in 1980.

It was recorded on 13 April, 1965, with John's voice double-tracked over Paul and George on backing vocals. The mono and stereo versions were actually completely different recordings; the lyrics change in the stereo from 'and now these days are gone' to 'but now these days are gone'.

Released as a single in August, '65, 'Help!' went to number one in both the UK and the USA. The UK version was accompanied by Paul's song 'I'm Down' on the B-side, which he'd written as a good-natured joke at the expense of John's self pity on the A-side.

In 1989, 'Help!' was recorded by pop girl group Bananarama and comedy trio Lananeeneenoonoo (Dawn French, Jennifer Saunders and Kathy Burke) in aid of the bi-annual charity appeal Comic Relief. The single was produced by Pete Waterman, the most successful pop producer of the 1980s, who had known the Beatles back in the early 1960s when he'd worked as a nightclub DJ. The song reached No 3 in the British singles charts, and was responsible for British audiences shouting 'Help' in-between every line in the chorus forever more.

'The Night Before'

Recorded on 17 February, '65, for Help! and again on 26 May for a BBC radio show, 'The Night Before' was predominantly a McCartney track, despite being released under the customary 'Lennon/McCartney' credit. The lyric tells the tale of a one-night stand who wants to take things further, but his partner proves unwilling. While it's predictable to assume this was another commentary on his ongoing relationship with Jane Asher, there's no documented evidence to support such an interpretation.

'You've Got to Hide Your Love Away'

Beatles songs are often over-analysed but there are two popular interpretations as to the inspiration for the lyrics here. One is that it was about an affair Lennon had embarked upon and then ended, while another is that the song is about the Beatles' manager, Brian Epstein, who was gay; homosexuality was illegal in the UK at this time and carried with it the penalty of a custodial prison sentence.

The track was recorded the day after 'The Night Before'. Once more looking to American artists for inspiration, Lennon was inspired here by the introspective folk music of Bob Dylan, who he'd met the previous year. The line 'feeling two foot small' started out as a mistake, but it so suited Lennon's love for malapropisms and word-play that he decided to leave it in. The flute section at the end (actually two overdubs on two types of flute) was performed by Johnnie Scott.

'I Need You'

The Lennon-McCartney partnership continued to dominate the albums throughout the Beatles' history and at this stage, George Harrison was not a confident composer so it's something of a surprise to see his contribution included on the film-soundtrack side of the album (well done George!). It's believed that this track, only his second to make it onto a Beatles album, was written with a little help from John, based on an examination of the chord progression and the standard 14-bar duration. The song was recorded across two days, 15-16 February, 1965, it's a typically down-beat Harrison track, pining for his love (and so is typically associated with his girlfriend and future wife Patti Boyd).

After George's death in 2003, his friend and musical collaborator Tom Petty played this song at the tribute event 'Concert for George'.

'Another Girl'

It's a bit much to call them fillers because I think they were a bit more than that, and each one of them made it past the Beatles test. We all had to like it.

Paul McCartney, interviewed in 1993/4.

This was recorded on 15 February with a guitar closing section overdubbed the next day. It was mainly Paul's composition, though thematically it has more in common with John's songs in bragging about having another lover. Along with 'Ticket to Ride', which was recorded on the same day, it features Paul's first attempt at playing the lead guitar part on a Beatles record, performing the outro section; he'd only taken on his role of bass player reluctantly after the departure of Stuart Sutcliffe in 1962.

'You're Going to Lose That Girl'

'You're Going to Lose That Girl' was recorded over two sessions, on 19 February and 30 March, 1965, and featured John Lennon on main vocals (double-tracked, as was becoming the norm for his songs). Although many of the gimmicks of his earlier compositions were being dropped or phased out by this point, there's still a hint of the 'yeah yeah' vocal John had introduced into earlier songs like 'She Loves You' - in-between the chorus lyrics, Paul and George sing the refrain 'Yes, yes, you're gonna lose that girl'.

'Ticket to Ride'

On 15 February, 1965, John Lennon passed his driving test and celebrated by returning to the studio for the first recording sessions of the album - and it's possibly a complete coincidence that one of the songs recorded that day was 'Ticket to Ride'. Although its influence on pop music means that it now sounds like an archetypal Beatles track, it represented a significant innovation at the time, with its heavy percussion, dramatic change in tempo for the fade-out (with the repetition of 'My baby don't care') and Paul McCartney's first lead-guitar work all the way through a Beatles song (although he did play lead guitar on the outro of 'Another Girl', as mentioned above).

For those who like to dig for interpretations of meaning, 'Ticket to Ride' is a veritable goldmine, with interpretations as diverse as a daytrip to the Isle of Wight (which would have been a ticket to Ryde) or Hamburg slang for a prostitute with a clean bill of health. It could of course have been about John's mother walking out on the family when he was a child.

'Ticket to Ride' brought side one of the album to a close. It was released as a single in the UK on 9 April, '65, ahead of the album, and went to No 1. American singing siblings The Carpenters recorded a slower-tempo version of the song that's guaranteed to make a grown adult cry.

The Album - Side Two

'Act Naturally'

In contrast to their earlier albums, Help! contained just two songs not written by Beatles. 'Act Naturally', which opened side two of the album, was written by Johnny Russell and Vonnie Morrison and had been a hit in the USA for Buck Owens. Every Beatles album needed a song for Ringo to perform and so he provides the vocals on 'Act Naturally', which was recorded on 17 June, 1965, and was the last cover version the Beatles recorded until the traditional song 'Maggie Mae', on Let it Be.

'It's Only Love'

It started life as a song called 'That's a Nice Hat', though that was likely to be just a guide vocal to fit the tune. Still, even after the proper lyrics were added it wasn't one of John Lennon's favourites; in 1969 he claimed it was 'the worst thing I ever wrote'. Some fans have dismissed it because of its twee lyrics, rhyming 'butterfly' with 'my, oh my', but it at least has an element of progression. The first verse describes the feelings of excitement in the early stages of a relationship, while the second looks at how things sour when couples 'fight, ev'ry night'. Both feelings show how 'it's only love' and how hard things can be either way to be in the throes of love.

'You Like Me Too Much'

A second song on the album from George, it was recorded early on in the sessions, on 17 February, '65, with George singing his own backing track on an overdub (which occasionally slips out of time). Paul shared piano duties with George Martin on this song, with John supplying the electric piano.

'Tell Me What You See'

Recorded on 18 February, '65, 'Tell Me What You See' was one of the songs submitted for consideration for use in the film, but when it was rejected it was relegated to the second side of the album.

'I've Just Seen a Face'

Paul McCartney wrote and sang this track, having performed it at family parties for years (for a time, he referred to it as 'Auntie Gin's Theme', which was how George Martin titled it when it appeared on his album of instrumental versions of Beatles songs). It was recorded over six takes on 14 June, '65, on the same day as 'Yesterday', and the song has remained a regular feature of Paul's post-Beatles live act ever since.

'Yesterday'

If Paul McCartney is remembered for one song, this is it (although if he's remembered for two, 'Hey Jude' must be right up there). The single most-covered song of all time³ - with over 3,000 known versions - it was also the one that took the longest to be recorded in the first place. Paul later claimed that he'd written the tune in 1964 while on tour in France (though other reports claim he wrote it while at home in the London flat in Wimpole Street that he shared with his girlfriend Jane Asher).

So the legend goes, Paul woke from a dream with the melody in his head. The tune was so fully-formed that he assumed that he'd picked it up from somewhere else and didn't bother writing full lyrics for it. Instead it became a comedy party piece that he played to entertain himself, with the opening lines 'Scrambled eggs / Oh my baby how I love your legs.' While on location filming for the movie Help!, Paul is said to have played the song so often that the film's director lost patience and ordered him to either stop playing it entirely or go away and finish it.

So he went away and finished it while staying at the Portuguese home of Shadows guitarist Bruce Welch.

Returning to the UK, Paul arranged to record the song straight away, which he did on 14 June; an early demo from this day is available on the second Anthology compilation, and shows that the lyrics were still not locked down as McCartney sings the line 'there's a shadow hanging over me' before 'I'm not half the man I used to be'. Three days later, producer George Martin added an orchestral backing to the song, which was the first time full orchestration had been added to a Beatles track. Martin later cited this song as a major turning point in the way Beatles songs were recorded as initially John, George and Ringo were reluctant to allow such a song to be released as a single because it was such a radical departure form their usual sound. As Paul campaigned hard for 'Yesterday' to be a single, it's believed he fell out with Martin, blaming the orchestration as the reason why his pet song had been vetoed by the others.

Even though the song was relegated to the B-side of the album and not released as a single, it became one of the band's most popular songs. McCartney began playing it for TV appearances, the song won the Ivor Novello Award for 'Outstanding Song of 1965', and by the time of their tours of Germany and Japan in 1966 it had found its way into their live set. A year later, the band released Revolver, which featured 'Eleanor Rigby', another McCartney composition to feature an orchestral backing track, while Sgt Pepper's Lonely Hearts Club Band, released in 1967, showed how used to the orchestra the band had become - or just how much more influential McCartney had become within the band by then.

Though the Beatles managed to collectively block 'Yesterday' for the UK singles market, they had less say in what happened over the Atlantic. When it was released as a single in the USA, 'Yesterday' was backed by 'Act Naturally' and became a well-deserved Number 1 on the Billboard Chart. The song was released in the UK on 4 March, 1966, as an EP⁴ of four tracks (the others were 'Act Naturally', 'You Like Me Too Much' and 'It's Only Love'). It wouldn't see release as a proper single in the UK until 1976, when EMI decided to release it backed with 'I Should Have Known Better' as part of their push to rerelease the Beatles singles in one go. All 23 singles charted, but 'Yesterday' got the highest in the charts, peaking at Number 8.

The question remains though - was 'Yesterday' really someone else's song⁵, as McCartney had feared when he first woke from that dream? In 2003, musicologist Spencer Leigh claimed that the song may have been subconsciously inspired by a song that McCartney would have heard as a teenager. Written by Nat King Cole, 'Answer Me' was a UK Number 1 single in November 1953 for both Frankie Laine and David Whitfield. Leigh's theory, however, takes into account many structural and musical similarities that simply wouldn't have occurred to McCartney at the time (something Leigh willingly acknowledges); nor does it bear any similarity for the millions of people who've heard the song since.

'Dizzy Miss Lizzy'

The Beatles' love for the songs of Chuck Berry can be seen in the amount of his tracks that appeared on their other albums. Written by Larry Williams, 'Dizzy Miss Lizzy' continued the tradition begun on Please Please Me of closing an album with a rock 'n' roll classic that allowed John Lennon the chance to belt out the lyrics with all the raucous energy he could muster. The band recorded their version on 10 May, '65 and Paul McCartney has gone on record as believing it was one of the best songs the band ever recorded.

The Finished Album

Help! was released on 6 August, 1966, and became the first album in British music history to enter the charts at Number 1, where it stayed for nine weeks.

The Album Cover

Much has been said and theorised about the cover of Help!. Depicting the four Beatles wearing stylish skiing clothes against a white background, their postures suggest that they're jointly spelling the word 'Help' in semaphore. However, that's not actually what they're signalling. Part of the problem is that those who understand semaphore will tell you that the signalling is at best a little ropey as it appears to be almost spelling out: 'N-U-J-V'.

Here's where things get complicated, as some claim that the image of the four was in fact reversed, which changes the meaning of the signals to spell out 'L-P-U-S'. It can also be taken to mean 'An LP by us', or, said with a Liverpool accent, it can be interpreted as 'Help us', which makes more sense.

Just to spoil the fun though, photographer Robert Freeman, who came up with the concept for the cover, claimed that it was nothing so clever:

...I had the idea of semaphore spelling out the letters HELP. But when we came to do the shot the arrangement of the arms with those letters didn't look good. So we decided to improvise and ended up with the best graphic positioning of the arms.

American Release

Ever since the first album, the versions of Beatles albums to find their way to the United States tended to feature different track listings for various reasons. The US version of Help! was a curious mix of the tracks from side one of the UK release and orchestral tracks composed by Ken Thorne for the film Help! - which makes it a good soundtrack album but a pretty lousy Beatles album.

Side One

• Instrumental - George Martin's take on the James Bond theme
• 'Help!'
• 'The Night Before'
• Instrumental - 'From Me To You Fantasy'
• 'You've Got To Hide Your Love Away'
• 'I Need You' (Harrison)
• Instrumental - 'In The Tyrol'

Side Two

• 'Another Girl'
• Instrumental - 'Another Hard Day's Night'
• 'Ticket To Ride'
• Medley: Instrumental - 'The Bitter End' / instrumental version of 'You Can't Do That'
• 'You're Gonna Lose That Girl'⁶
• Instrumental - 'The Chase'

Just to confuse matters, an album of Ken Thorne's score for the film was released by United Artists (distributors of the movie), which also included George Martin's orchestral versions of 'I've Just Seen a Face' (titled 'Auntie Gin's Theme'), 'It's Only Love' (titled 'That's a Nice Hat') and 'Yesterday' ('Scrambled Eggs').