Released on Dec. 3, 1965, Rubber Soul was the moment the Beatles grew up.

The record, the Beatles' sixth, reflected a band that had entirely transformed itself from the mop tops that burst onto the scene barely three years earlier. Their previous two efforts, Beatles for Sale and Help!, showed them straining under the weight of Beatlemania but also looking to explore new musical and lyrical territory.

Rubber Soul completed the move out of the hormonal yeah-yeah-yeah phase into more adult themes, setting the stage for the triumphs of Revolver and Sgt. Pepper's Lonely Hearts Club Band that would immediately follow. For all the growth shown on Rubber Soul, it was a bit of a rush job. With a deadline to have an album out for the holidays, the group scrambled for material, even pulling out a few songs that they had written years before.

Still, its blend of genres - incorporating soul, country and folk-rock influences - sounded fresh in 1965.

Read below to see how the Beatles evolved, track by track, on Rubber Soul.

"Drive My Car"

By 1965, Paul McCartney and John Lennon were mostly writing separately, although they'd frequently offer ideas to each other in the studio. "Drive My Car," Rubber Soul's opener, was the rare moment where they worked together. McCartney had the tune but hated the lyrics, so he drove out to Lennon's house for help, and they nailed the song by the end of the day. But one of the main contributions came from George Harrison, who suggested that the bass and guitar play the same part, just as they had heard Steve Cropper and Donald "Duck" Dunn do on Otis Redding's "Respect."


"Norwegian Wood (This Bird Has Flown)"

A scene in the Beatles' second movie, Help!, featured the group in an Indian restaurant; soon after, Harrison soon became intrigued with the sitar. He found a cheap one, tuned it like a guitar and the exotic instrument helped make "Norwegian Wood (This Bird Has Flown)" one of the album's standout songs. Lennon's lyric was about an affair he had, though he wrote words about sleeping in a bathtub and setting the place on fire - a line McCartney later claimed credit for - so his wife wouldn't get suspicious and think the song was autobiographical.


"You Won't See Me"

Difficulties in McCartney's relationship with girlfriend Jane Asher made their way into a pair of Rubber Soul's tracks. The first, "You Won't See Me," came after she left London, over his objections, to perform in a stage adaptation of Charles Dickens' Great Expectations in Bristol. McCartney took his frustrations out in song, with a chord progression and bass line borrowed from the Four Tops. Also of note: Ringo Starr's distinctive hi-hat pattern.


"Nowhere Man"

"Nowhere Man" showed Lennon's greater willingness to tackle more introspective themes that he first displayed on Beatles for Sale ("I Don't Want to Spoil the Party") and Help! ("You've Got to Hide Your Love Away," "Help!"). He wrote "Nowhere Man" as he started to nap. "I’d spent five hours that morning trying to write a song that was meaningful and good, and I finally gave up and lay down," he said in David Scheff's All We Are Saying. "Then ‘Nowhere Man’ came, words and music, the whole damn thing, as I lay down." "Nowhere Man" wasn't a single in the U.K., but it reached No. 3 in the U.S. in 1966 and included on the LP Yesterday and Today.


"Think for Yourself"

Harrison's first contribution to Rubber Soul is one of the record's slightest moments, with lyrics about opening one's mind missing the enlightenment tone he was aiming for. Still, "Think for Yourself" is notable for a couple of reasons: McCartney's fuzz bass basically functions as a lead guitar, and those proto-psychedelic harmonies are heavenly.


"The Word"

Two years before "All You Need Is Love," the Beatles embraced the concept on "The Word." It's another true Lennon-McCartney collaboration, although Lennon would say that most of the song was his. The pair wrote it under the influence of marijuana, hoping to pen a song based on one note.



The origins of "Michelle," the first single released from Rubber Soul, go back to the days of the Quarrymen, when Paul McCartney wrote a chord progression inspired by Chet Atkins' "Trambone." The country guitar legend picked a melody on the lower strings while keeping the higher strings constant. The French aspect of the lyrics came from a time when McCartney would attend parties thrown by a friend of Lennon's from art school, where he pretended to speak French to meet women. As the Beatles scrambled for material, Lennon reminded McCartney about this and suggested the "I love you" lyrics in a bridge based on Nina Simone's "I Put a Spell on You." McCartney would work with Jan Vaughan, the wife of a longtime friend who was a French teacher. She wasn't credited as a co-writer, but McCartney said he sent her a check as a thank-you.


"What Goes On"

Ringo Starr's vocal spotlight on Rubber Soul found him again indulging his love of country music. "What Goes On" even landed him his first songwriting credit, although he would say his contribution amounted to "about five words." As with "Michelle," "What Goes On" had been written a few years earlier. Lennon wrote it before the band had a contract. The Beatles hoped to record the song in March 1963, but they ran out of time at the session. In preparing for the 1965 recording, McCartney added parts, made a demo and gave it to Starr, who then added his ideas. "What Goes On" was "Nowhere Man"'s B-side.



The B-side of "Michelle," "Girl" combined two celebrated, but disparate, elements of the Beatles: Lennon's thoughtful lyrics, where he questioned religious teachings about how one must understand suffering in order to be find happiness, and the band's cheeky humor, with background vocals in the bridge repeating "tit." The two-part acoustic guitar break near the end of the song was inspired by music McCartney heard while on vacation in Greece.


"I'm Looking Through You"

The love song is McCartney's stock-in-trade, but he can be downright vindictive when he wants to be - and without sacrificing his melodic instincts. Like "You Won't See Me," "I'm Looking Through You" was inspired by his troubles with girlfriend Jane Asher; the couple split for good in 1968. "I'm Looking Through You" also features Starr on organ.


"In My Life"

Lennon started "In My Life" as a nostalgic look at Liverpool; an early draft even mentions Penny Lane. But he felt it came across as "the most boring sort of ‘What I Did on My Holidays Bus Trip’" before it turned into one of his most celebrated songs. Producer George Martin wrote the Baroque-inspired piano part but was unable to play it at song's tempo. So, he slowed down the tape to a manageable speed, which made the piano sound more like a harpsichord.



McCartney's "Wait" was recorded in June 1965 for Help!, but didn't make the cut for the album or movie. As sessions for Rubber Soul wound down, the Beatles realized they were one song short and dusted off the track. On the last day of recording, they overdubbed more harmonies, percussion and a new guitar part by Harrison.


"If I Needed Someone"

Roger McGuinn of the Byrds decided to play a Rickenbacker 12-string guitar after seeing Harrison play one in A Hard Day's Night. The Beatles' guitarist returned the favor by basing the riff for "If I Needed Someone" on the Byrds' version of "The Bells of Rhymney." The result was Harrison's best song to date, with soaring group harmonies and McCartney's pulsing bass line turning it into one of the album's highlights. "If I Needed Someone" is also the only Harrison composition the Beatles played live.


"Run for Your Life"

For Rubber Soul's last track, Lennon took the closing line from Elvis Presley's "Baby, Let's Play House" - "I'd rather see you dead, little girl, than to be with another man" - and took it even further. "Run for Your Life" would become one of many Beatles songs Lennon would disavow over the rest of his life, calling it "sort of a throwaway" and his "least favorite Beatles song."


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