The Beatles' second album, and their first to follow their normal policy of not including singles. It also had the advantage of having a massive three sessions devoted to it, as opposed to Please Please Me's one.

The album, like its successor A Hard Day's Night is dominated by John Lennon, who wrote the first song, It Won't Be Long. A candidate for single release this is one of the band's best early album tracks, although it's a halfway point between Please Please Me (the belong/be long pun compares to the double meaning of Please) and She Loves You (the yeahs). It's also very Lennon in that it only has seven bars in its verse, as opposed to the usual 8.

All I've Got To Do, another Lennon song, is a much weaker piece of work, an obvious imitation of Smokey Robinson. All My Loving, Paul McCartney's first song on the album, is unusual for him in having been written lyrics first. A later live staple, it was surprisingly never released as a single in the UK.

Don't Bother Me, George Harrison's first song for the band, is a slight piece, showing none of his later promise, although already showing the irritability that would later be noticeable. Harrison claimed he wrote this song because Bill Harry pestered him to, having enjoyed Cry For A Shadow (a Lennon/Harrison instrumental piece).

Little Child is a very early song, primarily by Lennon, not very good at all, and mainly listenable due to the urgency of Lennon's vocals. Till There Was You is another of McCartney's covers of standards, much like A Taste Of Honey on Please Please Me, and Please Mr Postman is an unconvincing cover of the Marvelettes' song, with Lennon on lead.

Side two starts with Roll Over Beethoven, a cover of the Chuck Berry song that was another live regular. A good instrumental performance is marred by Harrison's weak vocals. Hold Me Tight is a leftover from Please Please Me by McCartney that should have stayed in the can, though it's interesting to hear the transition on the word 'you' between the chorus and middle eight, which is simillar to a technique he used later on The Fool On The Hill.

You Really Got A Hold On Me is one of the band's best covers, a version of a Smokey Robinson song, presumably suggested by Lennon, who sings lead, that possibly surpasses the original.

I Wanna Be Your Man, the only song Ringo Starr sings lead on on this album, was written for the Rolling Stones, primarily by McCartney, and was one of their early singles. The Beatles' version is weaker, but it's still a fun if unimaginative filler track.

Devil In Her Heart, Harrison's third lead on the album, is a cover of a song by girl-group The Donays, and is again adequate album filler.

The album finishes off with two of its strongest tracks. Not A Second Time is a Lennon song, once again showing the influence of Smokey Robinson with the extension of syllables over several notes ('I cra-hi-hi-hy for yoo-oo-oo-oo-ooo') and a very odd construction that very few songwriters could duplicate. And Money, a cover of a Barret Strong song, comprehensively destroys the original. Lennon on lead, with McCartney and Harrison on top form on backing vocals, make this as good an album closer as Twist And Shout.