Additional personnel: George Martin (piano).

Considering that Help! functions as the Beatles' fifth album and as the soundtrack to their second film -- while filming, they continued to release non-LP singles on a regular basis -- it's not entirely surprising that it still has some of the weariness of Beatles for Sale. Again, they pad the album with covers, but the Bakersfield bounce of "Act Naturally" adds new flavor (along with an ideal showcase for Ringo's amiable vocals) and "Dizzy Miss Lizzy" gives John an opportunity to flex his rock & roll muscle. George is writing again and if his two contributions don't touch Lennon and McCartney's originals, they hold their own against much of their British pop peers. Since Lennon wrote a third more songs than McCartney, it's easy to forgive a pair of minor numbers ("It's Only Love," "Tell Me What You See"), especially since they're overshadowed by four great songs. His Dylan infatuation holds strong, particularly on the plaintive "You've Got to Hide Your Love Away" and the title track, where the brash arrangement disguises Lennon's desperation. Driven by an indelible 12-string guitar, "Ticket to Ride" is another masterpiece and "You're Going to Lose That Girl" is the kind of song McCartney effortlessly tosses off -- which he does with the jaunty "The Night Before" and "Another Girl," two very fine tunes that simply update his melodic signature. He did much better with "I've Just Seen a Face," an irresistible folk-rock gem, and "Yesterday," a simple, beautiful ballad whose arrangement -- an acoustic guitar supported by a string quartet -- and composition suggested much more sophisticated and adventurous musical territory, which the group immediately began exploring with Rubber Soul. ~ Stephen Thomas Erlewine

HELP was the last Beatles album to feature a cover version (Larry Williams's "Dizzy Miss Lizzie"), and is considered a turning point in the quality of their songwriting. Like the previous album's "Im a Loser," "You've Got To Hide Your Love Away" was Lennon's nod to the influence of Bob Dylan. McCartney's gift for melody was obvious in "I've Just Seen A Face." And Harrison's songwriting contributions grew to two tracks.

Instrumentally, "Ticket To Ride"'s off-beat rhythm was Ringo's masterpiece, while the string quartet in the huge hit "Yesterday" was unusual for a rock band at that time; it was the start of a stellar series of McCartney ballads with strings ("Eleanor Rigby," "She's Leaving Home").