It is true that Lennon and McCartney were not able to come up with an entire album's worth of new compositions, so they returned to the format of the first two albums - eight originals and six covers. This time, the songs they choose to cover are mostly rockabilly numbers, and those choices influence the overall feel of the album.
The seven sessions for this album and the I Feel Fine/She's a Woman single took place between August 11th and October 26th, 1964. They were sandwiched around a North American tour and their first tour of England in almost a year.
No Reply - Producer George Martin had already changed the way he normally ended an album by placing the moody I'll Be Back at the end of A Hard Day's Night. Now, he opens a Beatles album for the one and only time with a stark, dramatic number. Lennon said he had the great doo-wop song Silhouettes by the Rays in mind when he composed this song, but this is a darker treatment of the same subject. His double-tracked voice kicks off the song filled with the pain of betrayal. The guitars are acoustic and a piano played by Martin adds an extra punch as needed. Paul also occasionally adds a bit of high vocal harmony. It is remarkable that the tone is so dark once you listen to the two lighthearted takes that are available on Anthology 1 where they are still working out the shape of the song. It was such a bold way to start the album that this song was actually under consideration for a single until John came up with I Feel Fine.
I'm a Loser - Most of the material that John Lennon wrote in his solo career was of a personal and revealing nature. This was the first time as a member of the Beatles that he either consciously or subconsciously wrote in such a style. He later said that he was already feeling trapped in his persona as one of the four lovable moptops, and this song is one of the first manifestations of that frustration. But by virtue of his placing these lyrics in the framework of a bouncy rockabilly number, we missed the message at the time. Several of the Beatles' usual adornments add to the light touch, including Paul's high harmonies and his wonderful walking bass line during the refrain, John's Dylanesque harmonica and George's countrified guitar work, played on his new Gretsch Tennessean. This song was also considered as a possible single release.
Baby's in Black - This odd, country-flavored number is the first full Lennon-McCartney collaboration since I Want to Hold Your Hand. It was the first to be recorded at these sessions and pretty much set the tone for the work in general. According to Mark Lewisohn, George Harrison was bending the notes at the top of the song so much that Martin was inclined to ask, "You want the beginning like that, do you?" Lennon was proud of the fact that the song was written in waltz time (he had even tried to record I'll Be Back in 3/4 time as you can hear on Anthology 1), probably believing that most other rock and roll groups would not even have attempted what he felt was such a sophisticated style. Amazingly, they added this song to their live set. On the Real Love EP, released after Anthology 2 in 1996, you can hear the group perform this number at the Hollywood Bowl in 1965, with John touting the fact that it is a waltz in his zany intro.
Rock and Roll Music - On Live at the BBC the Beatles tackle several Chuck Berry numbers. They obviously had great respect for this rock and roll icon, yet they only recorded two of his songs officially. George had done the honors on Roll Over Beethoven - now, it was John's turn. But, although they threw themselves into this recording, it simply does not stand up as one of their greatest cover versions. Perhaps the reason is that in most of their other covers, they managed to outdo the original, but it is awfully hard to outdo Chuck Berry. And they only did one take of the number (although liner notes indicate that John, Paul and Martin all played the same piano, which would have been done as an overdub) as part of an extremely productive session on October 18th, during which they worked on eight different songs. On Anthology 2, you can hear them do a ragged version of this number (even omitting one of the verses) in Japan in 1966.
I'll Follow the Sun - McCartney claimed that this was one of the first songs he ever composed, but he had not offered it to the Beatles before this because he thought it wasn't strong enough to merit recording. This is a curious claim for such a fine ballad. This time, John adds the harmonies and George plays a guitar solo which simply and beautifully mirrors the melody. Liner notes credit Ringo with playing the bongos.
Mr. Moonlight - This is easily one of the most hated songs in the entire Beatles catalog by fans and critics alike, but it highlights the group's broad musical knowledge. This was an obscure B-side by an even more obscure group known as Dr. Feelgood and the Interns. Yet Lennon sings it as if it were the greatest song ever written. An early take on Anthology 1 features a wacky guitar solo by George, but when they remade it months later, Paul plays an even wackier solo on Hammond organ, giving the song a real lounge lizard feel to it. Ringo definitely plays bongos on this number and George adds a different-sounding thump on an African drum.
The above six songs appeared in the exact same order as side one of the American album Beatles '65, making it the most faithful-to-the-original album side released by Capitol in the first half of the Beatles' career.
Kansas City/Hey Hey Hey Hey - George Martin continues his strategy of closing side one with a rousing number by choosing this medley by Little Richard. The first half was composed by the Brill Building team of Jerry Lieber and Mike Stoller, the second half by Little Richard himself. While Paul does a pleasant enough job on the first half, it isn't until after George's guitar solo that the song really takes off. Challenged by John and George's wild backing vocals, Paul delivers a feverish performance. With Martin on piano, this was yet another one-take recording by the group, although Anthology 2 offers a not-quite-as-good second take.
In the US, this number opens the compilation album Beatles VI. Little Richard was upset at the time because the label listed the song as Kansas City and only credited Lieber and Stoller, so he took legal action. This greatly amused Lieber and Stoller since Little Richard had altered their song without their permission when he created the medley, yet they had never taken any action against him.