With the Beatles is the second studio album by the English rock band the Beatles. It was released in the United Kingdom on 22 November 1963 on Parlophone, eight months after the band's debut Please Please Me. Produced by George Martin, the album features eight original compositions (seven by Lennon–McCartney and "Don't Bother Me", George Harrison's first recorded solo composition and his first released on a Beatles album) and six covers (mostly of rock and roll and Motown R&B hits). The sessions also yielded the non-album single, "I Want to Hold Your Hand" backed by "This Boy". The cover photograph was taken by the fashion photographer Robert Freeman and has since been mimicked by several music groups. A different cover was used for the Australian release of the album, which the Beatles were displeased with.

In the United States, the album's tracks were unevenly split over the group's first two albums released on Capitol Records: Meet the Beatles! and The Beatles' Second Album. It was also released in Canada under the name Beatlemania! With the Beatles. The album was ranked number 420 on Rolling Stone magazine's list of the 500 Greatest Albums of All Time in 2003, and was included in Robert Dimery's 1001 Albums You Must Hear Before You Die (2010). It was also voted number 275 in the third edition of English writer Colin Larkin's All Time Top 1000 Albums (2000).

With the Beatles

Recording

In 1963, musical groups were typically required to release more than one LP a year. As such, the Beatles' producer George Martin and manager Brian Epstein planned for the band to release two LPs and four singles every year. Shortly after recording the non-album single "She Loves You" on 1 July 1963, the Beatles returned to London's EMI Studios only four months after the release of Please Please Me. Unlike their debut, the bulk of whose tracks (10 of the 14, excluding previously issued singles) were recorded in one day, With the Beatles was recorded over seven sessions across three months. On 18 July, the group tracked four covers: Smokey Robinson's "You Really Got a Hold on Me", Barrett Strong's "Money (That's What I Want)", the Donays' "Devil in His Heart", albeit retitled "Devil in Her Heart", and Meredith Willson's "Till There Was You", although this recording was deemed unsatisfactory.

With the Beatles

The Beatles reconvened at EMI on the morning of 30 July, recording a cover of the Marvelettes' "Please Mr. Postman" and beginning work on the first new Lennon–McCartney song, "It Won't Be Long". Following a break to record a BBC radio session for Saturday Club, they returned in the late-afternoon, recording overdubs on "Money", a remake of "Till There Was You" and a cover of Chuck Berry's "Roll Over Beethoven". The session ended with finishing touches on "It Won't Be Long" and recording Paul McCartney's "All My Loving", which Beatles historian Mark Lewisohn described as "by far his best, most complex piece of songwriting yet." "She Loves You", backed by "I'll Get You", was issued as a single on 23 August and was the group's first single to sell over a million copies in Britain alone.

With the Beatles

After a break, the Beatles were back at EMI on 11 September 1963. They attempted John Lennon's "Little Child", drummer Ringo Starr's vocal contribution to the album, "I Wanna Be Your Man", a Lennon–McCartney original that was given to the Rolling Stones, who released it as their second single; both attempts were deemed unsatisfactory. The group started and finished Lennon's compositions "All I've Got to Do" and "Not a Second Time", and began recording Harrison's first solo composition, "Don't Bother Me", which was also left unfinished. The next day, the band remade "Hold Me Tight", which was attempted earlier in the year on 11 February, finished "Little Child" and "Don't Bother Me", but again left "I Wanna Be Your Man" unfinished. On 30 September, Martin added piano and Hammond organ overdubs to "Money" and "I Wanna Be Your Man", respectively, while the band were on holidays. The band returned on 3 October, recording more takes of "I Wanna Be Your Man".

Four-track recording was installed at EMI before the 17 October session, when the Beatles recorded their new non-album single, "I Want to Hold Your Hand" / "This Boy", as well as speeches for a Christmas record for the band's fan club. The band finished up "I Wanna Be Your Man" on 23 October before Martin commenced mono and stereo mixing the same day and continuing six days later. Final preparations were made on 30 October, with the album officially completed on 4 November.