By the end of 1963, The Beatles - John Lennon, Paul McCartney, George Harrison and Ringo Starr - had become Britain's top act thanks to four singles (two of which reached Number One) and a top-selling album. The concept for that LP, Please Please Me, was to recreate the feel of the Beatles' live act with a mixture of their own songs and some of their favourite songs by other artists. It was a winning formula; the album stayed at Number One for 30 weeks and became only the second up to that point to sell a million copies (the first being the soundtrack to the hit musical South Pacific).

Four months after their first album reached an eager public, they released their follow-up, With the Beatles. It followed the formula of Please Please Me almost to the letter: eight songs written by the band (seven by the winning Lennon and McCartney partnership, one by first-timer George Harrison); a song for Ringo to sing; a gentle show-tune sung by Paul; and a hard rock 'n' roll track for John to belt out as the album's final track.

The Tracks

In the early days we were only working on four-track tapes. So what we'd do would be work out most of the basic track on one track, get all the balance and everything set, all the instruments. Then we'd do all the vocals, or overdub. If there was guitar, lines would come in on the second verse and piano in the middle eight with shakers and tambourines. We'd line up and get all the sounds right and do it in a take, and then do all the vocal harmonies over.
- George Harrison, interviewed in 1977

As they'd done on their previous album, the Beatles and their producer George Martin tried to capture the feeling of the live act by recording each song in as few takes as possible. This wasn't just a creative decision - the studio costs and the basic recording technology prohibited the more intricate multitrack experimentation that the band would later pioneer. The songs were recorded in two bursts, one on 18 and 30 July, 1963, and one on 11 - 12 September, with additional overdubs and retakes recorded in October, just a month before the album was released.

'It Won't Be Long'

Published as a 'Lennon / McCartney' composition, this was pretty much a solo-work by John. He'd intended it to be a single but, surprisingly, none of the songs on With The Beatles were released as a single. John wrote the song's catchy 'yeah yeah' response to be sung after the title as an attempt at creating a gimmick for the Beatles (it also appears in 'She Loves You', which was released as a single in August, 1963).

'All I've Got to Do'

Though Lennon and McCartney were forging a career as songwriters, the influence of other artists upon their work was still very evident at this stage. 'All I've Got to Do' is recognisably a Beatles track, but Lennon drew heavily on the music of Motown, specifically Smokey Robinson and The Miracles. It was also written with an American audience in mind - British audiences would never think of using a telephone for something as trivial as chatting up a girl ('All I gotta do / Is call you on the phone / And you'll come running home...').

'All My Loving'

It was the first song I ever wrote where I had the words before the music. I wrote the words on a bus on tour, then we got the tune when I arrived there. The first time I've ever worked upside down.
Paul McCartney, interviewed in 1984

With the first two tracks on the album effectively solo-penned by Lennon, 'All My Loving' was McCartney's solo effort, inspired by his then-girlfriend, the actress Jane Asher. She had met Paul on 18 April that year to interview him for the Radio Times and it was obvious to the rest of the band that he was instantly smitten. Just three months later, on 30 July, Paul recorded this song, the first of many to be written about Jane.

It became a standard part of the Beatles' live act and was the first song they played on their now-legendary, record-breaking performance on The Ed Sullivan Show in February 1964.

'Don't Bother Me'

Lennon and McCartney were undoubtedly the creative power behind the band, at least in the early days, but even as far back as 1958, when the band had a different line-up and were known as The Quarrymen, George Harrison was making a stab at songwriting¹. However, this was his premier solo composition and his first to make it onto an album.

On the sleeve-notes for the album, publicist Tony Barrow explained:

Behind George's double-tracked voice the rest of the fabulous foursome create some unusual instrumental effects. Paul beats out a lean, hollow-boned rhythm from the claves, John uses a tambourine and Ringo hits out a loose-skinned Arabian bongo (don't ask me where he picked that up!) to pound out the on-beat percussive drive.

Harrison later told of how the song came about, that he'd been sick in bed and decided to write the song just as an exercise to see if he could do it. The down-beat, sulky tone to the song came from his frustration with his fellow band-mates who refused to leave him alone in his sick-bed. As Tony Barrow mentioned in those sleevenotes, George provided both the main vocals and backing, which, with the help of a little echo on the middle-eight, worked to create a mournful sound to his voice. It was a trick Paul had used on their first album for 'A Taste of Honey'.

George later stated that he didn't think much of the song, claiming that he'd forgotten all about it once the band had recorded it. Still, they collectively thought enough of it to include it in a sequence in their film A Hard Day's Night.

'Little Child'

On a fair number of previous recordings by The Beatles, producer George Martin has joined the group to add suitable piano sounds to their instrumental arrangements. His keyboard contributions come a little later in this new programme but on 'Little Child', it is Paul McCartney who plays piano, John and Paul join forces for the vocal on this rocker and, whilst Paul was over-dubbing the piano bits, John was standing beside another microphone adding in some neatly trimmed mouth-organ phrases.

Tony Barrow's sleevenote summary of the recording of this song over-simplified the three separate overdubs that went to create this track. John's main vocals were overdubbed by himself, along with additional harmonies provided by Paul (although some sources mistake this for a simple harmony). It's also notable for an instrumental section - unusual for this period of the band, especially because it doesn't just repeat the backing track from another part of the song.

'Till There Was You'

Recorded at the end of the July sessions, this was the album's first cover version. It was written by Meredith Willson for the 1957 musical The Music Man, and had been a regular inclusion in the Beatles' live set at the Cavern Club in Liverpool long before they committed it to vinyl.

'Please Mr Postman'

The first side of the album² came to a close with a second cover version and another nod to the influence of Motown. It had been a hit for the Marvelettes - Motown's first Number One act - and, like 'Till There Was You', it had formed part of the Beatles' stage act since they first heard it in 1962. After hearing his voice on the first album, John had become self-conscious and had insisted, against George Martin's advice, on double-tracking his voice (although everyone else was doing it on the album, so why not?).

'Roll Over Beethoven'

Side Two opened with a cover of Chuck Berry's frenzied rock 'n' roll classic, which had been another very popular part of the Beatles' stage act since their early days. Although John had always taken lead vocals for the live performances, he gave it to George for the album recording. Once again using an overdub, George duetted with himself while the others provided the hand-clapping. Despite the fact that they'd played the song hundreds of times before, George managed to mess up the guitar intro, as a comparison with Berry's original shows.

'Hold Me Tight'

'Hold Me Tight' had been a contender for the Please Please Me album, but was eventually left off the final edit. This re-recording from 12 September, 1963, was felt by Lennon and McCartney to be one of their very weakest - particularly in the vocals, which veer off-key in a few places.

'You Really Got a Hold on Me'

Having paid tribute to The Miracles on side one, here the Beatles (accompanied by George Martin on piano) sing one of Smokey Robinson's Billboard Top Ten Motown hits. In 1963, it was common practice to create two mixes of an album, one in mono and the other in stereo. This resulted in a few curious discrepancies between versions, such as on this track, where the instrumental backing is quiet until the first bridge when it raises to match the vocals, whereas the stereo version is consistent throughout.

The band performed the song on the 1963 Royal Variety Performance and on their famous appearance on The Ed Sullivan Show.

'I Wanna Be Your Man'

Every Beatles album had to have a song for Ringo to sing and 'I Wanna Be Your Man' was written by Lennon and McCartney especially for their drummer friend after the warm response to his performance of 'Boys' on their first album.

Not the deepest of songs, Paul McCartney had already written a few lines of it when he and John Lennon met with up-and-coming blues band The Rolling Stones on 10 September, 1963. Showing off a bit, Paul and John proceeded to write a track 'from scratch' in front of the Stones and handed it to them a short while later. Such cockiness inspired the Stones to write their own material soon after.

The day after they gave the Stones the song, the Beatles recorded it themselves, with a bit of a rewrite and the addition of a few extra lines. The Stones recorded their version on 3 October, and by 23 October the Beatles had racked up 16 takes on their version, which included Lennon on the Hammond organ and Ringo on maracas. With a much more straight-forward recording, the Rolling Stones managed to get their version into the public eye as a single, released on 1 November, just over three weeks ahead of the Beatles.

'Devil in Her Heart'

Another cover version, and, following on from some of the songs on their first album, another gender-bending track. Written by Richard P Drapkin, it had been a hit earlier in the years for the Donays, who sang 'Devil in His Heart'.

'Not a Second Time'

Another tribute to Smokey Robinson's music, this was the first time that a 'Beatles' track was recorded in the absence of half of the band. While Paul and George were away doing something else, John double-tracked his voice on his own self-penned song, helped out by Ringo on drums and George Martin on piano.

'Money (That's What I Want)'

'Money' makes a completely worthy climax to this knock-out programme. Hope it doesn't leave you too breathless to flip back to Side One for a repeat-play session.
- Tony Barrow's sleeve notes

Written by Berry Gordy and Janie Bradford, 'Money (That's What I Want)' had been a hit in 1959 for Barrett Strong, at the time when Motown was still called 'Tamla'. Like 'Twist and Shout', it had been what Paul described as 'a big screamer' for the Beatles during the band's days and nights at The Cavern, so it was appropriate that 'Money' took the same slot on this album as 'Twist and Shout' had done on the first. Once again, John shouted his lyrics raw, while Paul and George supplied backing vocals and George Martin played the thudding piano line.

The Cover

With The Beatles sported one of the band's most distinctive and most-copied cover images: all in stark monochrome, the four lads appear in portrait with the left sides of their faces obscured by shadow; from the left of the image, John, George and Paul appear on the top row, with Ringo in the bottom-right-hand corner, underneath Paul, as he was the shortest member of the band.

The photo was taken by Robert Freeman, a photographer already achieving a certain degree of fame thanks to his pictures of jazz musician John Coltrane and Russian premier Khrushchev (as well as some cheeky shots for the first Pirelli calendar).

Beatles publicist Tony Barrow once again supplied an enthusiastic, energetic essay for the back of the album, which boasted:

The Beatles have repeated the successful formula which made their first Please Please Me LP into the fastest-selling album of 1963. Again they have set eight of their own original compositions along side a batch of 'personal choice' pieces selected from the recorded repertoires of the American R&B artists they admire most.

With The Beatles was released on 22 November, 1963 - a day that would be remembered by history for something entirely different - the assassination of American president John F Kennedy³.

Such was the anticipation for this second release, shops had taken advance orders of over half an million before it even hit the shelves; by the end of the year, after it had taken Please Please Me's place at the top of the album charts, that figure had doubled, making the Beatles the first act to have two million-selling albums. Their first two albums gave them an unprecedented 51 consecutive weeks at Number One⁴.

Meet the Beatles! - the USA Release

The Beatles' manager, Brian Epstein, had failed to convince the heads of Capitol Records (the American sister company of EMI, who published the Beatles' records in the UK, on their Parlophone label) that the Beatles were worth taking notice of⁵. As a consequence, an edited version of the Beatles' first album was planned for release in summer 1963 by Vee-Jay Records. That release was blocked by Capitol, who had the rights to some of the Beatles singles. Vee-Jay finally released a reshuffled version of their album (Introducing... The Beatles) on 10 January, 1964. Ten days later, the first official release from Capitol hit the shelves of American record stores - and a phenomenon was created.

Although ostensibly a repackaging of With the Beatles, using the same cover image and many of the same tracks, Meet the Beatles omitted most of the American-originated cover songs - 'You Really Got A Hold On Me', 'Devil In Her Heart', 'Money (That's What I Want)', 'Please Mister Postman' and 'Roll Over Beethoven' - and replaced them with Lennon/McCartney originals, 'I Want To Hold Your Hand' (which was a US Number One), 'I Saw Her Standing There' and 'This Boy' (which had been the B-side 1963 of 'I Want To Hold Your Hand' when released in the UK). The tracks omitted from the UK version would appear on Capitol's next release, The Beatles' Second Album.

Side One

• 'I Want To Hold Your Hand'
• 'I Saw Her Standing There'
• 'This Boy'
• 'It Won't Be Long'
• 'All I've Got to Do'
• 'All My Loving'

Side Two

• 'Don't Bother Me'
• 'Little Child'
• 'Till There Was You'
• 'Hold Me Tight'
• 'I Wanna Be Your Man'
• 'Not a Second Time'

Promoting the 'Fab Four' across the States, Capitol constructed a promotional record that contained an interview with the boys (mainly discussing their forthcoming film, A Hard Days' Night) as well as three tracks from the album - 'I Want To Hold Your Hand', 'I Saw Her Standing There' and 'This Boy'.