With The Beatles (1963) — Full UK Tracklist in Order

With The Beatles was the second UK studio album by The Beatles, released on 22 November 1963 — the same day President John F. Kennedy was assassinated in Dallas. It replaced Please Please Me at No.1 on the UK Albums Chart and remained there for 21 weeks. Produced by George Martin and recorded at EMI Studios, Abbey Road, between July and October 1963, the album features a blend of Lennon–McCartney originals, George Harrison's first Beatles composition, and R&B cover versions. Explore the Early Beatles Era

Full UK Tracklist

Side One

1. It Won't Be Long
2. All I've Got To Do
3. All My Loving
4. Don't Bother Me
5. Little Child
6. Till There Was You
7. Please Mister Postman

Side Two

8. Roll Over Beethoven
9. Hold Me Tight
10. You Really Got A Hold On Me
11. I Wanna Be Your Man
12. Devil In Her Heart
13. Not A Second Time
14. Money (That's What I Want)

Songwriting Breakdown

Lennon–McCartney originals (8): It Won't Be Long, All I've Got To Do, All My Loving, Little Child, Hold Me Tight, I Wanna Be Your Man, Not A Second Time, and one further track

George Harrison composition (1): Don't Bother Me — his first original song to appear on a Beatles album

Cover versions (6): Till There Was You (Meredith Willson), Please Mister Postman (Marvelettes), Roll Over Beethoven (Chuck Berry), You Really Got A Hold On Me (Smokey Robinson), Devil In Her Heart (The Donays), Money (That's What I Want) (Barrett Strong)

Key Songs: The Story Behind the Tracks

All My Loving

Written by McCartney on a tour bus — the lyrics came first, written as a poem, with the melody added later. It became one of the most performed Beatles songs of the early period and was the first song the band played on The Ed Sullivan Show in February 1964, watched by 73 million Americans. George Martin later described it as one of McCartney's finest early compositions.

Don't Bother Me

Written by George Harrison while ill in a hotel room in Bournemouth in August 1963 — his first original composition to appear on a Beatles album. Harrison later said he wrote it partly as an exercise to see if he could write a song, and was not particularly proud of it. Its inclusion nonetheless marked the beginning of Harrison's development as a songwriter within the band — a journey that would eventually produce Something and Here Comes The Sun.

I Wanna Be Your Man

Written by Lennon and McCartney and given to the Rolling Stones as one of their early singles — the Stones' version was released in November 1963, the same month as this album. The Beatles' version, sung by Ringo Starr, is rawer and more driving than the Stones' take. The song is one of the clearest examples of Lennon and McCartney's early generosity in sharing material with other artists.

The Cover Versions

Six of the album's fourteen tracks are cover versions, reflecting the band's Hamburg and Cavern Club repertoire. Please Mister Postman (originally by The Marvelettes), You Really Got A Hold On Me (Smokey Robinson), and Money (That's What I Want) (Barrett Strong) all come from the Motown and R&B tradition that had shaped the band's early sound. Roll Over Beethoven (Chuck Berry) was a staple of Harrison's live sets. Till There Was You, from the musical The Music Man, was a McCartney showcase that demonstrated the band's stylistic range.

Historical Notes

• With The Beatles was released on 22 November 1963 — the same day President John F. Kennedy was assassinated in Dallas. Despite the news, the album sold 500,000 advance copies in the UK.
• The album replaced Please Please Me at No.1 on the UK Albums Chart — one Beatles album directly displacing another.
• Don't Bother Me was George Harrison's first original composition on a Beatles album, written in a hotel room in Bournemouth in August 1963.
• I Wanna Be Your Man was also given to the Rolling Stones as one of their early singles, released the same month as this album.
• All My Loving was the first song The Beatles performed on The Ed Sullivan Show in February 1964, watched by 73 million Americans.
• The stark black-and-white cover photograph by Robert Freeman became one of the most iconic album covers in rock history.
• The Times critic William Mann praised Not A Second Time for its "Aeolian cadence" — a piece of musicological analysis that amused Lennon greatly, as he had no idea what it meant.

Frequently Asked Questions

When was With The Beatles released?

With The Beatles was released in the United Kingdom on 22 November 1963 by Parlophone Records, produced by George Martin. It was released on the same day as the assassination of President John F. Kennedy.

Who took the cover photo for With The Beatles?

The album's famous black-and-white cover photograph was taken by Robert Freeman, who also photographed several other Beatles album covers. The half-lit faces became one of the most imitated images in pop music.

Which George Harrison song appears on With The Beatles?

George Harrison wrote Don't Bother Me — his first original composition to appear on a Beatles album, written while ill in a hotel room in Bournemouth in August 1963.

Does With The Beatles include cover versions?

Yes — six of the fourteen tracks are cover versions, including Please Mister Postman (The Marvelettes), Roll Over Beethoven (Chuck Berry), You Really Got A Hold On Me (Smokey Robinson), and Money (That's What I Want) (Barrett Strong).

What is the connection between I Wanna Be Your Man and the Rolling Stones?

Lennon and McCartney gave I Wanna Be Your Man to the Rolling Stones as one of their early singles — the Stones' version was released in November 1963, the same month as this album. The Beatles' version, sung by Ringo Starr, appeared here.

Explore More Beatles Albums

Previous Album: ← Please Please Me (1963)

Next Album: A Hard Day's Night (1964) →

View All Beatles Albums in Order

Return to The Beatles Knowledge Hub

Explore the Early Beatles Era | George Martin: The Beatles Producer

Shop: Please Please Me Collection | Beatlemania Collection