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(John Lennon - Paul McCartney)

One reason given for the outstanding durability of The Beatles' career has been thought by many to be the positive message they continued to portray in their songs. The innocence and fun of their lyrics, especially in 1964, was no doubt the catalyst to their irresistible charm. "Can't Buy Me Love," "I Saw Her Standing There" and "She Loves You" were just happy songs that made you feel good.

Many times, though, if you really listened, the message wasn't all that positive. On the surface, the song "Tell Me Why" appears to be an energetic rocker with all the ingredients of a feel good Beatles song. It will usually take a suggestion from someone that you listen carefully to the lyrics before you realize that the song actually depicts a man complaining to his significant other about the aggravation they are causing.


George V Hotel, Paris, France

Songwriting History

"'Tell Me Why'...They needed another upbeat song and I just knocked it off. It was like a black, girl-group New York song." This statement from John Lennon in 1980 isn't much to go on, but it does narrow down events to specify February 1964 as the time of writing.

Knowing that they had to start writing songs for their upcoming movie, they had a piano brought in to the George V Hotel in Paris where they were playing an extensive 18-day residency at the Olympia Theatre. During this January stay, the first batch of songs were written, including "Can't Buy Me Love," "You Can't Do That," "If I Fell," "And I Love Her" and "I'll Be Back." Also written during this stay was a song entitled "One And One Is Two," which was considered not good enough for use in the movie. It was given to fellow Liverpool group "The Strangers" to record.

During their first American visit in February, they must have been informed by someone that they needed to come up with more "upbeat" songs, so that's where the remaining songs used in the movie were written, namely "I Should Have Known Better," "I'm Happy Just To Dance With You" and "Tell Me Why." The title track didn't come until April when it was decided what the film would be named, so the song "A Hard Day's Night" would be the exception here.

Saying that he "just knocked it off" referred to how Lennon and McCartney would create filler songs ("work songs" or "hack songs" as they would refer to them) that were just meant to fill a need, in this case, a slot in the movie. Since there is no record of The Beatles ever performing the song on stage, nor for radio or television, they obviously had no other aspirations for the song

With regard to the song's inspiration, it's easy to hear the "black, girl-group" sound emanating throughout the track. The irresistible swing beat can easily be traced back to songs such as "Chains" by The Cookies, as well as songs more recent at the time, such as Martha & The Vandellas "Heat Wave" and "Quicksand."

One undisputed fact that is corroborated by both Lennon and McCartney is that "Tell Me Why" was entirely written by John.

Recording History

February 27th, 1964 was the third pre-scheduled day that The Beatles met in EMI Studio Two to record tracks for use in their first movie, which was to begin shooting on March 2nd of that year. The early recording session of the day, from 10 am to 1 pm, first had them finally complete work on Paul's "And I Love Her," which took them three days to nail down. With that finally out of the way, they started on John's new composition "Tell Me Why," which began at approximately 11:30 am.

The group ran through eight takes (not all complete) with all four Beatles playing their usual instruments and singing three part harmony simultaneously. There was a degree of frustration in getting all their parts down perfectly as evidenced in "take four," which didn't get much past the introduction before everything fell apart and tempers flared. Nonetheless, by "take eight" the song was done to everyone's satisfaction. Overdubs were then performed, John's double-tracked lead vocal being captured on the open fourth track of the four-track tape. However, the thickness of the three-part harmonies during most of the song appears to indicate that all three vocalists double-tracked their parts, not just John. A piano can be detected in the finished product so, since there is no piano heard in "take four" of the initial recording, this was undoubtedly overdubbed at this time as well, presumably by George Martin as was quite usual up to this point in the band's recording career. By 1 pm, the song was done and it was time for lunch.

The afternoon session this day, from 2:30 to 5:30, was put aside to work on an earlier Lennon / McCartney collaboration "If I Fell," which they knew would need much TLC to get right. This may have been the catalyst to get "Tell Me Why" over with in the morning session, so as not to have to return to it later in the next session. The group was especially proud of "If I Fell," as can be seen by the inclusion of it in their set list during their first world tour later in the year.  "Tell Me Why" was not afforded such a luxury.

The mono mix of the song was made on March 3rd, 1964 in the Studio One control room by producer George Martin and engineers Norman Smith and A.B. Lincoln. None of The Beatles were present, as they were busy filming the movie on this day.

It's interesting to note that George Martin decided to use the track that contained John's double-tracked vocal sparingly on this mono mix. His intention was to leave the verses single-tracked to get a more intimate sound when John sang alone, while the refrains would be double-tracked to add a fuller dimension when the harmonies kicked in. Since this meant turning the fader for that track up and down manually during the mix, a couple of flaws can be heard. When the first verse begins, you can hear John sing the first three words "well I gave" double-tracked before George Martin realized he needed to turn the fader down. Also, throughout the bridge, they left the track up slightly so, if you listen carefully, you can hear John's vocal double-tracked in the distance.

On June 9th, 1964, George Martin, Norman Smith and 2nd engineer Ken Scott convened in the control room of Studio Three to create mono tape copies of all of the songs to be used in the film "A Hard Day's Night," which included "Tell Me Why." There were now two copies of the mixes to send to United Artists Records (for use on their soundtrack album) and Capitol Records (for use on their album "Something New").

At the last minute, as usual, stereo mixes were made of the entire "A Hard Day's Night" album. On June 22nd, 1964, George Martin, Norman Smith and 2nd engineer Geoff Emerick met in the control room of Studio One for a long tedious day of creating mono and stereo mixes for the album. "Tell Me Why" got its only stereo mix on this day. Since it was done in such a hurry, they left the double-tracked vocal up for the entire song, which makes a noticeable difference between the mono and stereo mixes. The vocals appear sloppy wherever John didn't get the phrasing exactly the same on his overdub as he did on take eight. For instance, in the second verse, Lennon sang "if you don't" when double-tracking but sang "and if you don't" on the original take eight, which sounds awkward and jumbled on the stereo mix.

Song Structure and Style

"Tell Me Why" follows a pattern not unlike what we've heard before in the Lennon / McCartney catalog (namely "It Won't Be Long") which incorporates and highlights the use of the refrain. The full run-down in this pattern is 'refrain/ verse/ refrain/ verse/ refrain/ bridge/ refrain', which would become ababaca. No solo section occurs in the song, so rhythm guitars rule the day.

The song starts out with a four measure introduction which begins with a tumbling drum fill from Ringo. A rhythmic swing back and forth between two syncopated chords interspersed with repeats of the introductory drum fill creates a sense of anticipation for what is to follow. We are to hear abbreviated versions of this introduction six more times in the song, so the group makes good use of this effect.

Like "It Won't Be Long" before it, "Tell Me Why" begins with the refrain, which in this case is twelve measures long and emphasizes the title phrase with their trademark vibrant three-part harmony. This refrain is actually made up of two nearly identical five-measure melody lines that are repeated. After each melody line we hear a one-measure repeat of the introduction, which brings the measure count to the full twelve.

While the song is firmly grounded in a 'swing-style' regarding beat and melodic phrases, we see the bluesy vocal style appear in the eight-measure verse that next occurs. Lennon relates his story personally in the first and third lines of the verse, while Paul and George harmonize the second and fourth lines with him as if to add weight to the personal argument that John is waging with his girl.

This segues directly back into a repeat of the refrain, which sets the pattern to be followed afterward in a quite predictable, yet effective, manner. As we enter the third refrain, we see that they forgo the final introductory syncopated phrase in order to play a transitory chord that leads into the first and only occurrence of a bridge.

This ten-measure bridge is sung mostly by John solo except for the third of the four lyrical phrases ("is there anything I can do"), which is sung by all three vocalists in a 'self-mocking' falsetto. Then, in an effort to break the monotony, they once again forgo the introductory syncopated phrase for a full measure of triplets from Ringo, which is used as a segue into a final refrain.

The final refrain is identical to the others except that it is extended to fourteen measures to create a suitable conclusion to the song. The ending consists of the introductory syncopated phrase repeated three times using chords unheard anytime previously in the song followed by the home chord to create a satisfying resolve to the song. This conclusion has been used to good effect by The Beatles before, such as in "It Won't Be Long" as well as "Please Please Me."

"I think a lot of these songs like 'Tell Me Why' may have been based in real experiences," McCartney explains, "or arguments with Cynthia or whatever, but it never occurred to us until later to put that slant on it all."

Although Lennon never suggested as much in regard to "Tell Me Why," when examining its lyrics, one can easily see how a disagreement with Cynthia could have been an inspiration. Accusing her of lying, as repeated twice in every refrain, fits in well with his self-admitted jealousy at the time, which he had just written about in "You Can't Do That." The subject of crying, which John brings up countless times in his songwriting career ("Not A Second Time," "I'm A Loser," "I'll Cry Instead"), appears once again as he's "holding back these tears in my eyes."

The lyrics "I gave you everything I had" can also be seen to fit the scenario of the time. "Cynthia wanted to settle John down, pipe and slippers," McCartney recalls. "The minute she said that to me I thought, 'Kiss of death.' I know my mate and that is not what he wants. She got a couple of years of that, but he finally had to break loose." The idea of John working hard within The Beatles to give Cynthia the secure life she wanted in their Kenwood mansion and associated lifestyle causing enough resentment to relate in song is easy to accept.

Although the bite of these lyrics are surprisingly contrasted with the happy-go-lucky swing-style of the song as a whole, this is actually a recurrence of a similarly dissatisfied relationship subject matter via a happy sounding melody line as heard in "Please Please Me." Happily though, the desperation displayed in "Tell Me Why" is finally revealed in the bridge as the result of his underlying feelings toward her. "Is there anything I can do," John sings, "I'm so in love with you."

Performance wise, Lennon stands tall again with his vocals at the top of his register, sometimes on the verge of cracking. Even though the sting of bitterness is evident in his vocals, his performance vocally and on rhythm guitar has the overall effect of an effervescent and fun-loving toe-tapper. 

McCartney brings everything he has to the song as he's used to doing, supplying spot-on harmony vocals and smooth, appropriate walking bass lines in the refrains that give the impression that there are more chord changes than there actually are. Harrison's rhythm guitar work is also stellar in that it punctuates the intricate chords of the song while he simultaneously provides a lower harmony vocal part, to create the rich Beatles three-part block harmonies that fans love to hear.

Ringo also rises to the occasion with his triplet-based, tumbling drum fills throughout the song as well as a swing beat that has a booming resonance. For being a song with such a short life-span in their career, all four musicians give the performance of a lifetime.

United Artists' Soundtrack Album

American Releases

America first got to hear the song on the United Artists "A Hard Day's Night" soundtrack album, released on June 26th, 1964. This highly anticipated album, which sold over a million copies in the first four days of its release, rushed to number one on the Billboard album chart and stayed there for fourteen weeks. Since United Artists only had the mono mixes to work with that they received around June 10th, 1964, as they were anxious to release the album as soon as possible, they delivered some creative "fakery" when creating the "High Fidelity Stereo" mix for the stereo editions of this album. After transferring this mono master to two separate channels, they boosted the bass frequencies to the left channel and raised the treble frequencies to the right channel, John's solo vocals in the verses being raised to a higher volume in the left channel, while the response vocals are panned higher in the right channel when they appear. This creates a stereo-like "call and response" effect, as well as a raising of the volume in the right channel during the song's conclusion.

United Artists kept this album in print until the label was purchased by Capitol Records in 1978, Capitol beginning their reprints of this soundtrack album on August 1st, 1980. The album got its compact disc release on January 21st, 2014, both the mono and stereo versions of the album being contained on a single CD.

Capitol got to take advantage of the film's popularity as well by releasing their album "Something New" on July 20th, 1964. "Tell Me Why" was contained on this album which, while it could only manage a #2 showing on the Billboard album chart, went on to sell over two million copies. This album was also released on an individual compact disc on January 21st, 2014, both the mono and stereo versions being contained on one CD.

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 a truncated four-song version of "Something New" was released in this portable format, "Tell Me Why" being one of these songs. Around the same time, United Artists Records released an eight-song "Playtape" version of the soundtrack to "A Hard Day's Night" which also included "Tell Me Why." These "Playtapes" are highly collectable today.

In October of 1964, Capitol issued its third edition of the Compact 33 jukebox discs, this one featuring the album "Something New." "Tell Me Why" appears as the second song on side two.

The first time the original British "A Hard Day's Night" album was made available in the US was the "Original Master Recording" vinyl edition released through Mobile Fidelity Sound Lab in February of 1987. This album included "Tell Me Why" 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.

On February 26, 1987 the British version of the “A Hard Day’s Night” album saw its first American release on CD, the vinyl edition coming out on July 21st, 1987. This included the mono mix of the song, while the remastered version released on September 9th, 2009 on CD contained the stereo mix, the vinyl edition coming out on November 13th, 2012.

On June 30th, 1992, Capitol released a box set entitled “Compact Disc EP Collection,” which contained the mono mix of “Tell Me Why” because of its inclusion on the original British EP “Extracts From The Film A Hard Day’s Night.”

The box set “The Capitol Albums, Volume 1” was released on November 16th, 2004. This set contains both the stereo and mono mixes as heard on the original “Something New” vinyl albums of 1964.

The mono mix of “Tell Me Why” was also remastered and is contained in the box set “The Beatles In Mono,” which was released on September 9th, 2009.


Live Performances

On March 31st, 1964 The Beatles continued filming their movie at the Scala Theatre in London where they simulated a live television concert. They mimed at least five songs including "Tell Me Why" before an audience of 350 paid actors, which included 13-year-old future Genesis drummer and solo artists Phil Collins.

Although this vibrant, show-stopping song, which has all the elements of Beatlemania, would have been a natural for live performances on stage, on television and on BBC radio, this mimed performance was the only time "Tell Me Why" was ever played before an audience. This begs the question: Tell me why?



The output from the Lennon / McCartney songwriting team was astonishing. They knew that their fans were highly anticipating every track on every album, so they didn't skimp as songwriters, even on tracks that they viewed as fillers, or "work songs." For example, "Tell Me Why" only had the exposure of being on an album or two and featured in their movie "A Hard Day's Night," but otherwise was not intended as a single (although it was released as such in some countries) and was neglected by the group in live performances. And still, many decades later, the song holds up and is held in high esteem by Beatles fans around the world. Such is the phenomenon of The Beatles.

Song Summary

 "Tell Me Why"

Written by:  John Lennon / Paul McCartney

  • Song Written: February 1964
  • Song Recorded: February 27, 1964
  • First US Release Date: June 26, 1964
  • First US Album Release: United Artists #UAS 6366 "A Hard Day's Night"
  • US Single Release: Capitol #SXA-2108 "Something New" Compact 33 jukebox disc
  • Highest Chart Position: n/a
  • British Album Release: Parlophone #PCS 3058 "A Hard Day's Night"
  • Length: 2:10
  • Key: D major
  • Producer: George Martin
  • Engineers: Norman Smith, Richard Langham

Instrumentation (most likely):

  • John Lennon -  Lead Vocals, Rhythm Guitar (1962 Gibson J160E)
  • Paul McCartney - Bass Guitar (1963 Hofner 500/1), Harmony Vocals
  • George Harrison - Lead Guitar (1963 Gretsch 6122 Country Gentleman), Harmony Vocals
  • Ringo Starr - Drums (1963 Ludwig Downbeat Black Oyster Pearl)
  • George Martin - Piano (1905 Steinway Vertegrand upright)

 Written and compiled by Dave Rybaczewski

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