"All My Loving"
With the Beatles
Their second studio album, With the Beatles, released in late 1963, further revealed the group’s deep immersion in a broad spectrum of American popular music traditions. Building on the foundation laid by Please Please Me, the record contains a mixture of original compositions and covers that traverse early rock and roll, girl groups, Motown, and rhythm and blues. The covers alone map out a miniature history of postwar American pop: “Money (That’s What I Want),” originally by Barrett Strong and co-written by Motown founder Berry Gordy and Janie Bradford; “Chains,” penned by the prolific Brill Building songwriting team Carole King and Gerry Goffin; and “Please Mister Postman,” first recorded by the Motown group the Marvelettes in 1961.
The Beatles’ listening habits reached far beyond the typical pantheon of white, male rock-and-roll icons. They drew heavily from Black R&B artists such as the Isley Brothers, Larry Williams, Arthur Alexander, Barrett Strong, the Drifters, and Smokey Robinson & the Miracles, while also absorbing the harmonies and lyrical sensibilities of girl groups like the Shirelles, the Marvelettes, and the Cookies. These American influences shaped the Beatles’ vocal blend, melodic approach, and rhythmic feel, allowing them to fuse British beat music with elements of American soul.
A clear example of this transatlantic synthesis is their cover of Smokey Robinson’s “You’ve Really Got a Hold on Me.” Recorded for With the Beatles, the arrangement hews closely to the Miracles’ original in tempo, mood, and structure, forgoing any radical reinterpretations. This choice underscores the Beatles’ respect for their source material while highlighting their skill as musical interpreters—able to inhabit the emotional core of a song rooted in a culture geographically and socially distant from their own. In doing so, they positioned themselves not just as innovators but as transatlantic conduits, bridging the postwar musical currents of Black America and Britain’s emerging youth culture.
“All My Loving”
However, as we saw in our discussion of “I Saw Her Standing There,” that interpretation of American rock and roll was no longer sufficient for the Beatles’ growing ambitions. They began to emulate, and eventually write, in ways that matched the sophistication of the records they admired.
“All My Loving,” written entirely by Paul McCartney, marked the first time he composed lyrics before setting them to music. According to Paul, the words came to him while shaving one morning during the group’s third national tour of Britain in May–June 1963, when they were sharing a bill with Roy Orbison. The song reflects the constant separations of life on the road, yet the tone is confident and assured rather than anxious or uncertain. The lyrics, structured like a poem, were likely inspired by actress Jane Asher—described by the BBC’s Radio Times as the nation’s “best-known teenage girl”—whom Paul had met at a BBC concert in April 1963. John Lennon, often sparing in his praise for Paul’s work, later called it “a damn good piece of work” and took pride in his own rhythm guitar contribution, remarking, “But I play a pretty mean guitar in the back.” By this point, John was beginning to recognize Paul as a songwriting partner whose melodic instincts and craftsmanship could rival his own.
The song also marks a subtle but important shift in the Beatles’ songwriting approach. The triplet feel, country-tinged guitar, and girl group rhythmic sensibility reveal the deepening influence of American rhythm and blues. In doing so, it moves away from the raw, skiffle-inflected Merseybeat energy of their earlier singles toward a more polished, transatlantic pop sound—an evolution that would define much of With the Beatles and point toward the band’s expanding creative ambition.
This analysis begins at the very start of the recording (0:00) and examines the introduction, A section, B section, and then skips to the chorus (or C section) at 0:49. Rather than simply labeling the form in terms of “verse” and “chorus,” it is more accurate to think of the song as a sequence of distinct eight-bar sections, each with its own musical function.
The song is in E major. What might initially be called the “verse” is better understood as two contrasting eight-bar segments:
A Section (Verse A)
vi (F#m) – II (B) – I (E) – vi (C#m) – IV (A) – vi (F#m) – ♭VII (D) – V7 (B7)
B Section (Verse B)
vi (F#m) – II (B) – I (E) – vi (C#m) – IV (A) – V (B) – I (E) – I (E)
The Chorus (C Section)
iii (C#m) – iiiMaj7 (C#mMaj7) – I (E) – I (E) [repeated twice]
The C#mMaj7 chord functions as the iii chord with a major seventh extension in the key of E major, consisting of the notes C# (root), E (minor third), G# (perfect fifth), and B# (major seventh, enharmonically C). The addition of the major seventh interval (B#) to the minor triad creates a chord that combines the inherent minor tonality with a leading-tone quality, introducing a heightened level of harmonic tension and color. In this context, the C#mMaj7 chord serves as a form of tonic prolongation with added dissonance that delays resolution, providing a moment of expressive ambiguity. Its presence enriches the harmonic palette beyond diatonic triads and dominant-function chords, reflecting the Beatles’ increasing harmonic sophistication. By incorporating this chord, the progression gains a subtle chromaticism and emotional complexity that contrasts with the more straightforward functional harmony typical of rock and roll and Merseybeat styles.