01	Help!			From the film "Help!"		96 bpm	02:19
	02	The Night Before			From the film "Help!"		85 bpm	02:35
	03	You've Got To Hide Your Love Away			From the film "Help!"		62 bpm	02:09
	04	I Need You			From the film "Help!"		136 bpm	02:29
	05	Another Girl			From the film "Help!"		89 bpm	02:06
	06	You're Gonna Lose That Girl			From the film "Help!"		133 bpm	02:19
	07	Ticket to Ride			From the film "Help!"		124 bpm	03:10
	08	Act Naturally			Recorded: 17th June 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: Ringo Starr - lead vocal, drums; Paul McCartney - harmony vocal, bass guitar; John Lennon - acoustic guitar; George Harrison - lead guitar Ringo's original singing slot on the Help! LP was 'If You've Got Trouble', but they scrapped it and did this instead. It has the distinction of being their-ever last cover version (not including 'Maggie Mae' in '69). They also performed it on The Ed Sullivan Show in 1965. LISTEN! 1:59) Right channel vocal comes in late, on the words “you come...”; 2:18) Right hand harmony sings “All I gotta do is, act natch” and is then cut off by the guitar; 2:25-2:26) Numerous rattles and hisses in outro. John almost misses the last strummed acoustic chord entirely! First released in the UK: Help! album (6th August 1965) First released in the US: B-side of the Yesterday single (13th September 1966)		94 bpm	02:31
	09	It`s Only Love			Recorded: 15th June 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: John Lennon - double-tracked lead vocal, acoustic guitar; Paul McCartney - bass guitar; George Harrison - lead guitar; Ringo Starr - drums, tambourine The working title for this was 'That's A Nice Hat'. John disowned it in '69 because he was “ashamed of the abominable lyrics. That's the one song I really hate of mine. I was so ashamed, I could hardly sing it, that must have been the worst thing I ever wrote.” You can even hear him trying to stifle a laugh at 1:06. Paul said: “Sometimes we didn't fight it if the lyric came out rather bland. If a lyric was really bad we'd edit it, but we weren't that fussy about it, because, it's only a rock 'n' roll song. I mean, this is not literature.” It turned out to be the last song that John ever wrote for the teenie-bopper market - after this he started concentrating on more personal stuff. LISTEN! 0:08) John counts in “1, 2” and the “one” sounds like “hum”; 0:41) Vinyl version only - the word “only” loses double-tracking intentionally, to hide an error. On the CD version this has been left in and the timing of “only” is out of place; 1:03-1:06) John puts a bit too much emphasis on the word “bright” so it sounds like “bbrright” and he lets out a slight laugh up until he sings “very bright”. The lead guitar fill is also flubbed at this point. First released in the UK: Help! album (6th August 1965) First released in the US: Rubber Soul album (6th December 1965)		113 bpm	01:57
	10	You Like Me Too Much			Recorded: 17th February 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: George Harrison - double-tracked lead vocal, lead guitar; Paul McCartney - bass guitar, piano (with George Martin); John Lennon - acoustic guitar, electric piano; Ringo Starr - drums, tambourine; George Martin - piano (with Paul) This was completed in eight takes. LISTEN! 0:00-0:08) Scratching sound of the Leslie speaker(?) revolving; 0:08) Click of the Leslie speaker(?) turning off; 2:33) Pedal of 'real' piano (not the electric one) is lifted early, making a clunk noise. First released in the UK: Help! album (6th August 1965) First released in the US: Beatles VI album (14th June 1965)		89 bpm	02:37
	11	Tell Me What You See			Recorded: 18th February 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: Paul McCartney - joint lead vocal, bass guitar, electric piano; John Lennon - joint lead vocal, rhythm guitar; George Harrison - lead guitar; Ringo Starr - drums, tambourine, claves, guiro Completed in four takes. This was originally going to go in the movie, but they demoted it to the second side because it was crap. It was supposedly the prototype for Paul's 'I'm Looking Through You'. LISTEN! 0:00-0:03) Paul tries out the initial line “If you let, if you let” before the song starts proper. You can also hear some hissing, apparently caused by the electronic tremelo circuit modulating the hiss of the electric piano; 1:07-1:13, 1:48-1:55 and 2:30-2:35) Hissing from piano again, right channel. First released in the UK: Help! album (6th August 1965) First released in the US: Beatles VI album (14th June 1965)		136 bpm	02:37
	12	I`ve Just Seen a Face			Recorded: 14th June 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: Paul McCartney - lead vocal, acoustic guitar; John Lennon - acoustic guitar; George Harrison - acoustic lead guitar; Ringo Starr - drums, maracas This was recorded in six takes, at the same session as 'Yesterday'. Paul used to play it on the piano round his house, and his Aunt Gin used to love it so much that he ended up calling it 'Auntie Gin's Theme'. And when George Martin came to record an instrumental version for his orchestral LP, he titled it 'Auntie Gin's Theme'. LISTEN! 0:24, 0:29) Note Paul's very 'English' pronunciation of “beeeen”, not as you would expect “bin”, to fit in with the style “fallin, agin...”; 1:03) In harmony track, audible “Yes... pop a lop top” over guitar solo; 1:25-1:35) Harmony vocal quietly adds just “Face, or place, met, met... oooo” to main vocal. First released in the UK: Help! album (6th August 1965) First released in the US: Rubber Soul album (6th December 1965)		121 bpm	02:05
	13	Yesterday			Recorded: 14th, 17th June 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: Paul McCartney - lead vocal, acoustic guitar; Tony Gilbert and Sidney Sax - violins; Kenneth Essex - viola; Francisco Gabarro - cello This supposedly came to Paul in a dream one night. But he couldn't believe that it came out perfectly, almost in one go, so he presumed that he'd 'subconsciously' remembered it from somewhere else. “So for about a month I went round to people in the music business and asked them whether they had ever heard it before,” he said. “It became like handing something in to the police. I thought if no-one claimed it after a few weeks then I could have it.” In Many Years From Now he explains: “It took me a little while to allow myself to claim it, but then like a prospector I finally staked my claim, and stuck a little sign on it that said, 'Okay, it's mine!' I'm always very keen not to repeat other people's tunes, because it's very easy to do when you write. Ringo's got a funny story of the most brilliant song he ever wrote. He spent three hours writing a very famous Bob Dylan song. We all fell about and laughed. That can happen. You say, 'This is so great,' and someone says, 'Yeah, it's number one at the moment.'” He started out calling it 'Scrambled Eggs' and had the lines “Scrambled eggs/Oh my baby how I love your legs” and was singing it while they were filming Help!. (You can view an early draft here.) He eventually managed to piss everyone off and it got to the point where Dick Lester said: “If you play that bloody song any longer I'll have the piano taken off stage. Either finish it or give up!” and it wasn't until he was on holiday in Bruce Welch's flat that he came up with the final lyrics. Paul said: “I got made fun of because of it a bit. George saying, 'Blimey, he's always talking about Yesterday, you'd think he was Beethoven or somebody!' But it was the one, I reckon, the most complete thing I've ever written. It's very catchy without being sickly, too. When you're trying to write a song, there are certain times when you get the essence, it's all there. It's like an egg being laid, it's so there, not a crack nor a flaw in it.” Paul always insisted that he wrote it whilst staying at the George V, during their French tour in '64, but that would have meant that it was over one-and-a-half-years old before he got around to recording it. Quite why he kept it under wraps for so long has never been explained. It could have been ripe for inclusion on either A Hard Day's Night or Beatles For Sale. Part of the answer may lie in George Martin's arrangement - the others thought that it “didn't suit their image”, and Martin had to argue with McCartney for days on end as to whether it was suitable! Paul kept complaining that he didn't want it to “end up like Mantovani.” Martin described the song in his book All You Need Is Ears: “Yesterday was the first time that we used orchestration, and from then on, we moved into whole new areas. The curious thing is that our relationship moved in two different directions at once. On the one hand,” he said, “the increasing sophistication of the records meant that I was having a greater and greater influence on the music. But the personal relationship moved in the other direction. At the start, I was the master with his pupils, and they did what I said. They knew nothing about recording, but heaven knows they learned quickly: and by the end, of course, I was to be the servant while they were the masters... I still clung to putting in my two cents' worth, but all I could do was influence. I couldn't direct.” LISTEN! 0:19) During the word “believe” there is a squeak, sounds like from a violin string (left channel); 0:49) Click on the word “I”, possibly in guitar part; 0:52) The words “something wrong ... for yesterday” are double-tracked. This could be to do with Paul having replaced a section of the vo		48 bpm	02:05
	14	Dizzy Miss Lizzy			Recorded: 10th May 1965. Location: Abbey Road 2 Producer: George Martin. Engineer: Norman Smith Musicians: John Lennon - lead vocal, rhythm guitar; Paul McCartney - bass guitar, electric piano; George Harrison - lead guitar; Ringo Starr - drums Done in seven takes. The stereo version is ten seconds longer than the mono version. LISTEN! 1:23-1:26) Right channel - drums drop-out. They continue on left only. First released in the UK: Help! album (6th August 1965) First released in the US: Beatles VI album (14th June 1965)		136 bpm	02:54

CDP 7 46439 2 © 1965 Parlophone / EMI Records Ltd. Produced by George Martin AMG REVIEW: Considering that Help! functions as the Beatles' fifth album and as the soundtrack to their second film - while filming, they continued to release non-LP singles on a regular basis - it's not entirely surprising that it still has some of the weariness of Beatles for Sale. Again, they pad the album with covers, but the Bakersfield bounce of "Act Naturally" adds new flavor (along with an ideal showcase for Ringo's amiable vocals) and "Dizzy Miss Lizzie" gives John an opportunity to flex his rock & roll muscle. George is writing again and if his two contributions don't touch Lennon and McCartney's originals, they hold their own against much of their British pop peers. Since Lennon wrote a third more songs than McCartney, it's easy to forgive a pair of minor numbers ("It's Only Love," "Tell Me What You See"), especially since they're overshadowed by four great songs. His Dylan infatuation holds strong, particularly on the plaintive "You've Got to Hide Your Love Away" and the title track, where the brash arrangement disguises Lennon's desperation. Driven by an indelible 12-string guitar, "Ticket to Ride" is another masterpiece and "You're Going To Lose That Girl" is the kind of song McCartney effortlessly tosses off - which he does, with the jaunty "The Night Before" and "Another Girl," two very fine tunes that simply update his melodic signature. He did much better with "I've Just Seen a Face," an irresistible folk-rock gem, and "Yesterday," a simple, beautiful ballad whose arrangement - an acoustic guitar supported by a string quartet - and composition suggested much more sophisticated and adventurous musical territory, which the group immediately began exploring with Rubber Soul. -- Stephen Thomas Erlewine