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 (Mack David – Burt Bacharach – Barney Williams)

The Beatles had a special love for the music of ‘girl groups’ of the early '60s. When in a pinch for time in the final three of hours of recording their first album, they hurriedly chose some cover tunes which they particularly loved and enjoyed playing. Out of the six cover songs they recorded for their first album, three were ‘girl group’ songs, two of which were originally performed by The Shirelles. The second of their songs The Beatles chose to record on this day was, not a b-side as was their first choice “Boys,” but a well known US Top Ten hit that they had been performing for about a year in their "stage act." 

Songwriting History

The statement that The Beatles recorded music by Burt Bacharach would most likely be greeted with a response that includes denial. Avid Beatle fans, on the other hand, would know otherwise. No, The Beatles did not record a rendition of “Raindrops Keep Falling On My Head,” but the same composer happened to co-write the classic Shirelles’ hit “Baby It’s You,” which reached #8 on the US Billboard Hot 100 in February of 1962.

In actuality, Burt Bacharach has had an impressive and long-standing career as an award winning pianist, arranger, conductor, producer and composer. He is most known for his co-writing partnership with lyricist Hal David with whom he wrote an impressive amount of hits throughout the '60s, many of which were recorded by Dionne Warwick. As a songwriter, he has racked up an impressive total of 70 Top 40 hits in the US.  

After studying music at McGill University, the Mannes School of Music and the Music Academy of the West, Burt Bacharach became the bandleader, pianist and arranger for Marlene Dietrich throughout the '50s and early '60s. Like Gerry Goffin and Carole King, Burt Bacharach joined the Brill Building team of songwriters in 1957 where he teamed up with lyricist Hal David. Success came quickly with their first US hit, “The Story Of My Life,” which was the first hit by country star Marty Robbins. This song reached number #15 on the Billboard pop chart as well as #1 on the Country and Western charts in the US.

His hit-writing fortunes became quite abundant throughout the late '50s and early '60s, co-writing hits for Perry Como, Johnny Mathis, Etta James and many others. In late 1961, Burt Bacharach co-wrote and arranged the song “Baby It’s You” for the popular girl group The Shirelles, which was one of only four songs he ever worked with them on (and two of those songs went unreleased).  

His attention was turned quickly to writing many other hits for other artists throughout the next few years, especially focusing his attention on a demo singer and sometimes replacement singer for The Shirelles named Dionne Warwick. When she was used by Burt Bacharach to sing a demo version of the song “Make It Easy On Yourself,” she was discouraged to find that the song was intended for Jerry Butler and not herself. She exclaimed, “Don’t make me over, man,” which inspired Burt Bacharach and Hal David to write the song “Don’t Make Me Over,” this becoming Dionne Warwick’s first US Top 40 hit. This began a string of 22 Top 40 hits for Dionne Warwick on the Billboard Hot 100 from 1962 to 1972, mostly written by Burt Bacharach and Hal David (including “Make It Easy On Yourself”).

After continuing to write for the likes of Gene Pitney, Bobby Vee, Brook Benton, The Drifters and many others, he also began to concentrate on a solo career in 1965 as well as movie scores. His movie soundtracks included “What’s New Pussycat,” “After The Fox,” “Casino Royale” and “Butch Cassidy And The Sundance Kid.” Broadway scores also came his way, such as the Broadway hit “Promises, Promises,” the title track of which also became another Dionne Warwick hit.

After working with many other artists (Herb Alpert, B.J. Thomas, The Fifth Dimention and The Carpenters to name a few) as well as more movie soundtracks (such as “Arthur,” “Night Shift” and “Arthur 2: On The Rocks”) Burt Bacharach continued his ascent to icon status throughout the '70s and '80s. The '90s saw him collaborate with London born Elvis Costello (also a McCartney collaborator in the late '80s) on a successful and Grammy award-winning album “Painted From Memory.” The Burt Bacharach name continues to be known to younger generations through his references and appearances in the Austin Powers movies as well as comedic television commercials. Burt Bacharach has proved to be one of the most respected names in the music business, his death on February 8th, 2023 of natural causes at the age of 94 being mourned by the masses in the music community.

Lyricist Hal David also boasts quite an impressive career, although it is not Hal David that we are concerned with here (as many Beatles books would have you believe). Hal’s older brother Mack David is the actual co-lyricist of the song “Baby It’s You.”

After Mack David seriously contemplated becoming an attorney (attending both Cornell University and St. John’s University Law School), he abandoned that goal to follow his dream of songwriting and took up that profession at New York’s Tin Pan Alley in the '40s. He previously had advised his brother Hal David not to pursue a songwriting career, but luckily for history’s sake, both brothers gave in to their songwriting passion.  

Mack David’s success started as early as 1939 with the Glenn Miller hit “Moon Love” and continued throughout the '40s with songs performed by Duke Ellington, such as “I’m Just A Lucky So-And-So.” In 1950 he moved to Hollywood and became active in songwriting for television and movies. He boasts a good number of songwriting credits for Disney animated movies, such as “A Dream Is A Wish Your Heart Makes” and the Acadamy Award winning “Bibbidi Bobbidi Boo,” both from Cinderella, as well as “The Unbirthday Song” from Alice In Wonderland.

He continued to be nominated for Academy Awards (eight in total) for his work with feature movies, which include “The Hanging Tree,” “Bachelor In Paradise,” “It’s A Mad Mad Mad Mad World” and “Cat Ballou.” And with songwriting partner Jerry Livingston, Mack David wrote a number of successful theme songs for television shows such as “Casper The Friendly Ghost,” “77 Sunset Strip,” “Hawaiian Eye,” as well as the song “This Is It” which was used in the '60s Saturday morning show “The Bugs Bunny Hour.”

Mack David was privileged to have one of his songs recorded by both of the biggest recording artists in music history. In addition to the Beatles' rendition of his “Baby It’s You,” Elvis Presley did a rockabilly cover of his song “I Don’t Care If The Sun Don’t Shine” in 1954 on one of his legendary Sun Records releases, this song being originally released by Patti Page in 1950.

Mack David’s career was honored by his being inducted into the Songwriters Hall Of Fame in 1975, which followed his brother Hal’s being inducted in 1972. Mack David died on December 30th, 1993 at his home in Rancho Mirage, California.

Barney Williams was the pseudonym used by Luther Dixon, a successful songwriter (he was the co-composer of “Boys” which is also contained on this Beatles album) and the manager of artist development at Scepter Records, which was the label that released the original version of “Baby It’s You” by The Shirelles. Luther Dixon was hired as a promo man for Scepter Records and was responsible for re-writing the original lyrics for the Burt Bacharach - Mack David song “I’ll Cherish You.” Luther Dixon, using the name Barney Williams, was therefore the man who transformed the song title into “Baby It’s You,” as well as re-writing some of the other lyrics and being the producer on the original Shirelles' recording of the song. As an interesting footnote, there exists a version of the song recorded by Tommy Hunt with the original lyrics, although this has never been officially released.

The Shirelles' original version of the song was their sixth American Top 40 pop hit on the Billboard Hot 100, as well as their fourth Top Ten (peaking at #8 on the pop chart and #3 on the R&B chart). The Shirelles lead vocalist, Shirley Owens, overdubbed her vocals over the backing track of the original demo that was recorded under the supervision of Burt Bacharach. Shirley Owens was the only member of The Shirelles to appear on the song, which included Burt Bacharach himself on background vocals.

Recording History

While manager Brian Epstein included "Baby It's You" on a suggested song list he prepared for The Beatles to play at their first EMI session on June 6th, 1962, the group never got to it. As for the released Beatles recording of the song contained on their first British album "Please Please Me," this was the next to last song recorded during the landmark one day recording session held on February 11th, 1963 in EMI Studio Two. Three takes were recorded live with no overdubs, one of which was a false start, approximately between 9:30 and 10 pm during their evening session. "Take three" was the complete version that was used for the album, John's current cold being detected in his strained vocals during the lines "don't want nobody, nobody" and especially during the following song recorded on that day, "Twist And Shout." As with the other ten songs recorded on this day, no mixes were done on "Baby It's You" at the conclusion of this session, there being a particular reason in this case. Something additional needed to be done for the solo portion of the song. 

George Martin rose to the task on an overdub session held nine days later on February 20th, 1963 while The Beatles were on their national tour with Helen Shapiro. After overdubbing himself on piano for the song “Misery,” George Martin made two attempts at overdubbing himself playing celeste on top of George Harrison's guitar notes during the solo section of “Baby It’s You.” While the original two-track tape was being re-recorded onto another two-track machine, George Martin simultaneously performed the celeste overdub, the second of two attempts ("take five") being the keeper. The celeste is a piano-like instrument which is usually of four octaves that transposes the notes one octave higher when played. It consists of a keyboard that triggers hammers to strike a graduated set of metal plates suspended over wooden resonators.  

George Martin also attempted a piano overdub during one section of the song using the same re-recording process onto another two-track machine. It is undetermined what section of the song the piano part was played in because he decided not to use this overdub in the song after all. "Take six" of the song, which contains the piano overdub, has never been officially released to the public. "Take five" became the approved complete version which contained the celeste overdub.

Five days later, on February 25th, George Martin, along with engineers Norman Smith and A.B. Lincoln, performed both the mono and stereo mixes for the first album, which contained “Baby It’s You.” Once again, The Beatles were not present as they were still on tour and did not participate in mixing sessions until much later in their career. "Take five" of "Baby It's You" was used to create both the mono and stereo mixes.

The Beatles recorded "Baby It's You" three times for BBC radio, the first being on April 1st, 1963 in Studio One of BBC Piccadilly Studios in London between 2:30 and 5:30 pm for the BBC radio show “Side By Side,” which aired on April 22nd between 5 and 5:29 pm. The second was the version that appeared on the “Live At The BBC” album, which was recorded on June 1st, 1963 between 9:30 am and 1:30 pm at BBC Paris Studio in London for the third edition of their series “Pop Go The Beatles,” this recording being produced by Terry Henebery and broadcast on June 11th, 1963 between 5 and 5:29 pm. Interestingly, John vocally reprises the first verse lyrics when singing the third verse as The Shirelles originally did, unlike The Beatles' own official recording which instead repeats the seceond verse lyrics. A third performance for BBC radio occurred on August 1st, 1963 at Playhouse Theatre in Manchester between 4 and 6 pm for the twelfth edition of “Pop Go The Beatles,” which was produced by Terry Henebery. Although that show aired on September 3rd of that year, this newly recorded version of “Baby It’s You” did not get played on the radio.

On August 21st, 1963, during a six consecutive night residency in Bournemouth, Hants, England, the chief technician at the Gaumont Cinema recorded The Beatles performance on his reel-to-reel tape recorder in order to check the venue's sound system. The seventh song on their set list that day was an excellent well-polished "Baby It's You." This rather clear sounding 25-minute tape reel was sold by Christie's auction house in 1998 for 25,300 pounds and has not yet been made available commercially.

Song Structure and Style

The song structure differs from every other song on this album in that it actually only consists of three verses (resulting in a structure of aaa), each ending with the title of the song as the hook line. The second half of each verse could be considered by some to be a chorus, although because of the overall chord structure of that second section (most noteworthy that the first chord of that section is not the key chord of the song), it appears that each whole musical phrase should be considered together as a whopping 21 measure verse. 

The Beatles completely mimic the structure of the original Shirelles recording, not wanting to tamper with the ‘girl group’ classic that they so deeply admired. After a six measure introduction, which includes the trademark “sha-la-la” harmonies by Paul and George and a dramatic break in the last measure, the first verse then begins amid the squeaking bass pedal of Ringo’s drum set.

Lennon delivers a very confident lead vocal which is accentuated in the fourth measure by the recurrence of the distinctive “sha-la-la” harmonies. As the verse segues into the second dramatic half, the background harmonies become a hushed and subtle backdrop to create a suitable effect for the painful lyrics. As the verse nears its conclusion, the emotive lead vocals are superimposed against accentuated background vocals which creates an irresistible climax leading to the ultimate break. The title of the song is then revealed which is forever impressed on the mind as the ultimate hook line. (Surprisingly, many have mistaken the song to be entitled Sha-la-la-la-la” because of its repeated occurrence in the song, as explained on the track “Sha-la-la-la-la!” on their “Live At The BBC” album.)

A second verse then occurs having the identical structure but with an additional touch of background vocals (”cheat, cheat”) which is necessary with the lyrical content of that verse. What seems to be a third verse is then played. The first section of this verse actually consists of the solo portion of the song, performed simultaneously by George Harrison on guitar and George Martin on celeste. The chord structure during this solo section is also slightly different than the other verses, being that it contains an added D major chord between each C major and G major of the verse. 

This then leads us to the dramatic second half of the verse, which is a repetition of the second verse and is sung to a tee by Lennon, unlike the repeat of the first verse in original Shirelles version. The last two chords of the verse are then alternated repeatedly amidst the “sha-la-la” backing vocals and accentuated lead vocals from John as the song fades.  

As far as musicianship goes, The Beatles stay true to form in mimicking the original Shirelles recording, not adding as much as a guitar flourish or drum fill. The band took such liberties with other cover songs done on this day (such as “Boys” also by The Shirelles), but they knew that anything added would have detracted from the effect of this well-crafted composition. Other interpretations of the song would have to wait until 1969, with the excellent bluesy powerhouse rendition by the group Smith, which took the song into the Top Five in the US.

The vocal performance is quite commanding and confident, unlike the rather timid and unsure vocals Lennon performs on his own compositions recorded on this day. It is also noteworthy that, due to his having a bad cold, John's voice is finally starting to show some cracking in this song, especially noticeable in the climatic “don’t want nobody” lines. The cracking only portrays character, however, and is especially prominent in the next and final song recorded on this day “Twist And Shout.”

The lyrics quite effectively portray the anguish felt at discovering infidelity and are very well suited to the melody line and chord structure of the song. Strategically, the first verse paints the picture of the singer recounting the reasons why he loves his “baby,” but then leaves a question mark in our minds as to why he cries at night about her (or ‘him’ in the case of The Shirelles). Instead of the second verse just rehashing the first (as many Beatles compositions do), this song adds to the story with the second verse, revealing that the singer has heard about her ‘never being true,’ which answers the question from the first verse. The story then is summed up as the singer resolves that "it doesn’t matter"; he’s going to continue the relationship “any old way.” This impressive display of lyric writing (building upon the story with each verse) is an evidence of songwriting professionalism which continues to this day, especially in the field of country music.

Vee-Jay's "Introducing The Beatles" album

American Releases

Although the song is considered by most to be an obscure Beatles track, it actually appears on two different million selling albums. The first appearance is on the Vee-Jay album “Introducing…The Beatles” which was the first American album release for the band on January 10th, 1964. It appears on both versions of the album, which means that no matter when they may have purchased the US Billboard #2 hit album in 1964, all 1.3 million buyers received the song “Baby It’s You.”

The next releases of the song in the US were found on two attempts by Vee-Jay records to capitalize on the group's success before their court ordered contract ran out on October 15th, 1964. The first attempt was the double album The Beatles vs. The Four Seasons,which coupled the “Introducing…The Beatles” album with “The Golden Hits of the Four Seasons.” This was released on October 1st, 1964 and reached only to #142 on the Billboard chart. 

On October 12th, Vee-Jay re-released the album again as “Songs, Pictures And Stories Of The Fabulous Beatles,which managed to reach #63 on the US Billboard album chart. Between
these two releases, another 420,000 record buyers now had a copy of the song “Baby It’s You,” unless, that is, they mistakenly purchased the same album twice (as many had).

Capitol Records now takes the ball as they release the album “The Early Beatles” on March 22nd, 1965. The album, which features “Baby It’s You,” fails to reach the Top 40 (peaking at #43 on the Billboard album chart) but sells a respectable 500,000 copies. Not bad for an album that, for all intents and purposes, had been released three times previously. Incidentally, mono copies of this album contained a "Type B" mix of the songs created by Capitol Records that combined both channels of the stereo mix into one, the legitimate mono mixes of these songs created by George Martin appearing on the above mentioned Vee-Jay releases. "The Early Beatles" first appeared on compact disc on January 21st, 2014, which contained both the legitimate mono and stereo mixes on one disc.

Sometime in 1967, Capitol released Beatles music on a brand new but short-lived format called "Playtapes." These tape cartridges did not have the capability to include entire albums, so two truncated four-song versions of "The Early Beatles" were released in this portable format, "Baby It's You" being on one of these. "Playtapes" are highly collectable today.

The first time the original British "Please Please Me" album was made available in the US was the "Original Master Recording" vinyl edition released through Mobile Fidelity Sound Lab in January of 1987. This album included "Baby It's You" and was prepared utilizing half-speed mastering technology from the original master tape on loan from EMI. This version of the album was only available for a short time and is quite collectible today.

February 26th, 1987 was the date of the first official Beatles compact disc, which was the original British "Please Please Me" album containing "Baby It's You," a vinyl edition being released in the US on July 21st, 1987. While these releases were in mono only, a remastered stereo version on CD was released on September 9th, 2009, a vinyl edition coming out on November 13th, 2012. 

Apple Records then included the song on their December 6th, 1994 release “Live At The BBC.” The Beatles recorded the song for the BBC on June 1st, 1963 at the BBC Paris Theatre in London. A #3 placement on the Billboard album chart, as well as over 2 million copies sold, brought much needed exposure to a great rendition of a great song. A remastered and re-packaged version of this album was released on November 11th, 2013. 

Great enough, in fact, that the ‘powers that be’ arranged for the song to be issued as the focal point of an EP released in the US on March 23rd, 1995. The EP was titled “Baby It’s You,” which contained the same version of the song that was on the “Live At The BBC” album. The other three tracks were “I’ll Follow The Sun,” “Devil In Her Heart” and “Boys.” These other tracks were also recorded by The Beatles for the BBC in the early '60s but were not on the "Live At The BBC" album. The EP made it onto the Billboard Hot 100, peaking at #67. (In Britain, it actually made it into the Top 10, peaking at #7.)  

April 11th, 2006 brought another release of the song as contained in the box set “The Capitol Albums, Vol. 2," which contained the stereo mix and the "Type B" foldover mono mix as originally releasd on vinyl in 1965. This highly anticipated box set peaked at #46 on the Billboard album chart. Just prior to this release, a promotional CD sampler was issued to radio stations that included both the stereo and "Type B" mono mixes of "Baby It's You." 

On September 9th, 2009, the box set “The Beatles In Mono” also contained the song but in a revitalized, remastered state.

Live Performances

The Beatles’ recording of this song indicates that they were well acquainted with playing it in their 'stage act.' They certainly had it down to a tee, which is understandable since the song hit the Top Ten in America as far back as February 1962. It can easily be estimated that they very well could have started performing the song live, with Pete Best on drums, as far back as March of 1962 during their steady gigs at the Cavern Club as well as the long hours of their three visits to Hamburg throughout the year. 

It continued to be performed throughout 1963 as well, as it was part of the set list during their week-long stint at the Winter Gardens at Margate, Kent from July 8th through 13th, as well as their six night residency at the Gaumont Cinema in Bornemouth, Hants, from August 19th through 24th. The last known performances of the song were at the Odeon Cinema in Southport during a six night residency between August 26th and 31st, 1963. It was then officially dropped from their set list with the release of the British album “With The Beatles.” That being the case, The Beatles were never to perform the song on American shores.

Interestingly, a music video was officially released by Apple in 1994 to help promote the above mentioned "Baby It's You" EP, this consisting of still photographs and rare film footage of them in 1963. This promo video was eventually included on the 2015 "Beatles 1+" DVD Blu-ray release.


Only The Beatles could pull off an on-the-spot rendition of a classic American “girl group” hit with the odds against them. It was late in the evening after a full day in the studio with little time left on the clock. They were just in for the day as a break from an exhausting national tour. Not to mention that the lead singer had a bad cold and his voice was beginning to give out.

With all of this in the mix, The Beatles nailed it. Confident lead vocals, effortless attention to detail, and spot-on harmonies led to a perfect execution of an excellently written song. 

Credit must be given to Burt Bacharach, Mack David and Barney Williams (aka Luther Dixon) for writing a song that sounds great no matter who performs it, be it The Beatles, The Shirelles, Smith, Nick Lowe Elvis Costello or The Carpenters. Any way you slice it, a great song is a great song.

Song Summary

Baby It’s You

Written by:  Mack David / Burt Bacharach / Barney Williams

  • Song Written: November 1961
  • Song Recorded: February 11 and 20, 1963
  • First US Release Date: January 6, 1964
  • First US Album Release: Vee Jay #VJLP 1062 Introducing…The Beatles
  • US Single Release:  Apple #58348 “Baby It’s You” (EP)
  • Highest Chart Position: #67
  • British Album Release: Parlophone #PCS3042 Please Please Me
  • Length: 2:38
  • Key: G major
  • Producer: George Martin
  • Engineers: Norman Smith, Richard Langham

Instrumentation (most likely):

  • John Lennon - Lead Vocals, Rhythm Guitar (1958 Rickenbacker 325)
  • Paul McCartney - Bass Guitar (1961 Hofner 500/1), Background Vocals
  • George Harrison – Lead and Rhythm Guitar (1962 Gibson J160E), Background Vocals
  • Ringo Starr – Drums (1960 Premier 58/54 Mahogany)
  • George Martin - Celeste (Schiedmayer) 

Written and compiled by Dave Rybaczewski

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