The cover of Sgt. Pepper's was first concieved by Paul and was intended to be a tribute to their heroes. Paul sketched out an ink drawing of the beatles in military uniforms being presented to a Lord Mayor with a floral clock in the foreground and a wall of photographs behind them.

He took the design to Robert Fraser, friend and art gallery owner, who suggested hiring pop artist Peter Blake to execute the idea.

Blake made many changes to the original design, but McCartney thought that the changes were for the better. The clock changed into a flower-bed, the Lord Mayor was dropped, and the photographs became life size cut-outs.

Everyone in the band contributed a list of people for the cover except Ringo who said that he had nobody to contribute and would just go with everyone else. Lennon offered, among many others, Adolf Hitler. A cut-out of Hitler was made, but was removed from the set just before the photo shoot.

Here is a complete list of who appears on the cover:

Left to Right
Front row
Sonny Liston (boxer)
The Petty Girl (by George Petty)
wax model of George Harrison
wax model of John Lennon
Shirley Temple (actress)
wax model of Ringo Starr
wax model of Paul McCartney
Albert Einstein (physicist)
John Lennon with French Horn
Ringo Starr with trumpet
Paul McCartney with cor anglais
George Harrison with flute
Bobby Breen (singer)
Marlene Dietrich (actress)
Diana Dors (actress)
Shirley Temple (actress)

Row Two
Stuart Sutcliff (former Beatle)
wax hairdresser's dummy
Max Miller (comedian)
The Petty Girl (by artist George Petty)
Marlon Brando (actor)
Tom Mix (actor)
Oscar Wilde (writer)
Tyrone Power (actor)
Larry Bell (artist)
Dr. David Livingstone (missionary, explorer)
Johnny Weismuller (swimmer,actor)
Stephen Crane (writer)
Issy Bonn (comedian)
George Bernard Shaw (writer)
H.C. Westermann (sculptor)
Albert Stubbins (soccer player)
Sri Lahiri Mahasaya (guru)
Lewis Carroll (writer)
T.E. Lawrence (of Arabia)

Row Three
Aubrey Beardsley (illustrator)
Sir Robert Peel (industrialist/political activist)
Aldous Huxley (writer)
Dylan Thomas (poet)
Terry Southern (writer)
Dion (singer)
Tony Curtis (actor)
Wallace Berman (actor)
Tommy Handley (comedian)
Marilyn Monroe (actress)
William Burroughs (writer)
Sri Mahavatara Babaji (guru)
Stan Laurel (comedian)
Richard Lindner (artist)
Oliver Hardy (comedian)
Karl Marx (philosopher, socialist)
H.G. Wells (writer)
Sri Paramahansa Yagananda (guru)
wax hairdresser's dummy

Back row
Sri Yukteswar Giri (guru)
Aleister Crowley (dabbler in sex, drugs, and magic)
Mae West (actress)
Lenny Bruce (comedian)
Karlheinz Stockhausen (composer)
W.C. Fields (comedian)
Carl Gustav Jung (psychologist)
Edgar Allen Poe (writer)
Fred Astaire (actor)
Richard Merkin (artist)
The Varga Girl (by Alberto Vargas)
Huntz Hall (actor)
Simon Rodia (Watts Towers)
Bob Dylan (musician)