The Beatles released With the Beatles in the United Kingdom on November 22, 1963, through Parlophone. Their second album arrived eight months after Please Please Me, with “All My Loving” among its new songs and “Don’t Bother Me” introducing George Harrison as a songwriter on a Beatles LP.
There was no single lifted from the album for the British market. That left “All My Loving,” a Paul McCartney composition credited to Lennon–McCartney, to reach listeners through the LP and radio airplay before becoming the title track of an EP. McCartney told Howard Stern in a 2018 interview that it was the first song he’d written with the words coming before the tune. He began putting those words down on a bus, with the lyric taking shape as something resembling a poem.
The band recorded “All My Loving” on July 30, during sessions that had to fit around an increasingly crowded working life. Most of their debut had been recorded in one day; the follow-up developed across sessions from July to October at EMI Studios in London, with George Martin producing. Concerts, radio and television appearances all competed for time. On the day they recorded “All My Loving,” the Beatles also broke off studio work to record a BBC radio session before returning to EMI. The finished record kept their performing repertoire close. Six of its 14 tracks were covers, and three came from the Motown catalog: “Please Mister Postman,” “You Really Got a Hold on Me” and “Money (That’s What I Want).” The range extended to the rock ’n’ roll of “Roll Over Beethoven” and the show tune “Till There Was You.” Harrison sang “Roll Over Beethoven,” while Martin added piano to “You Really Got a Hold on Me.”
“Don’t Bother Me” began while Harrison was ill in a hotel in Bournemouth. In the book The Beatles Anthology, he recalled writing it as “an exercise to see if I could write a song.” He remained critical of the result, but described finishing it as encouragement to keep writing. The band worked on it over two September sessions, with Harrison singing lead. His entry into the group’s recorded songwriting catalog came through a song he regarded as a test of his abilities.
The album’s cover also grew out of life away from the recording studio. Robert Freeman photographed the band with their faces partly in shadow, using daylight in a hotel corridor. In a 2019 remembrance on his website, McCartney recalled that the session took no more than half an hour. The image later appeared on the American album Meet the Beatles!, giving two different collections the same group portrait.
In Britain, With the Beatles replaced Please Please Me at No. 1 and held the top position for 21 weeks. American listeners encountered much of its material in a different sequence: Capitol released Meet the Beatles! on January 20, 1964, using nine recordings from the British album alongside “I Want to Hold Your Hand,” “I Saw Her Standing There” and “This Boy.”
