The Beatles, “You Won’t See Me” from Rubber Soul (1965): Deep Beatles

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A semi-autobiographical track, “You Won’t See Me” was inspired by Paul McCartney’s rocky relationship with then-girlfriend Jane Asher. The song represents the final recording session for 1965’s Rubber Soul, as well as the longest track the Beatles had recorded to date. Its polished sound also belies the fact that it resulted from a virtually non-stop, 13-hour recording session — a frantic attempt to finish the album in time for the lucrative holiday season.

After Asher temporarily moved out of her parents’ house to star in a staging of Great Expectations at the Old Vic theater, McCartney frequently found it difficult to contact her. “You Won’t See Me” reportedly resulted from his frustration at his girlfriend’s busy schedule. However, Paul McCartney also wanted to pay tribute to one of his greatest influences: Motown.

He told biographer Barry Miles that he wanted to mimic bassist James Jamerson’s melodic approach to the instrument, a key element of the Motown sound. The foundation of the melody, he told Miles, is built on a two-note progression. “I had it high up on the high E position, and I just let the note on the B string descend a semitone at a time, and kept the top note the same, and against that I was playing a descending chromatic scale. Then I wrote the tune for ‘You Won’t See Me’ against it.”

When the Beatles entered Abbey Road studios on November 11, 1965, the pressure was daunting. Wanting new Beatles product on the market for holiday shopping, EMI set a December 3 deadline for Rubber Soul’s release. Three more songs were needed to complete the album, thus McCartney brought “You Won’t See Me” as his contribution. For 13 hours, the Beatles, George Martin, and engineers Norman Smith and Ken Scott worked on the track, as well as “Girl.” “Wait,” a leftover from the Help! sessions, was resurrected to round out the LP.

“You Won’t See Me” was recorded in two takes, with overdubs subsequently added. The Beatles even had a special guest musician on the song: Mal Evans, their loyal assistant. He is credited on the record sleeve as playing the Hammond organ, specifically holding a single note during the final verse. The lineup includes Paul McCartney on piano, George Harrison on rhythm guitar, John Lennon on backing vocals and percussion, and Ringo Starr on drums.

After they completed the basic track, they overdubbed several parts such as additional percussion, bass, McCartney’s lead vocals, and Lennon and Harrison’s backing vocals. Martin and Smith returned to the studio on November 15 to create mono and stereo mixes of “You Won’t See Me,” as well as “I’m Looking Through You,” “Girl,” “Wait,” “The Word,” and “Michelle.” Once George Martin determined the running order, Rubber Soul was finally complete.

The Beatles excel at crafting arresting song beginnings, and “You Won’t See Me” is no exception. The piano and tambourine crash in, giving way to Ringo Starr’s steady beat. McCarney’s clear voice cuts through the midtempo rhythm, immediately expressing his frustration: “When I call you up, your line’s engaged,” he complains. Curiously, he scolds his lover as if she were a child. “I have had enough, so act your age,” he sings. The chorus allows McCartney to engage in call and response with Harrison and Lennon, and that element as well as the “ooh la la” backing vocals do mimic Motown.

The middle eight (repeated twice) contains interesting chord changes along with a strong Paul McCartney lead, his voice reaching a crescendo with the line “I wouldn’t mind if I knew what I was missing.” The tension is resolved in the next verse, although the story does not have a happy ending. Since his lover has been gone, McCartney sings, the days feel like years, and he longs to be with her again. “You won’t see me,” he repeats, his complaint containing literal and metaphorical resonance. She refuses to visit with him, and she will not recognize his identity. “Time after time, you refuse to even listen,” he proclaims.

As the song fades out with George Harrison, John Lennon and Paul McCartney harmonizing on the “ooh la la la” syllables, no solution is presented. Will this couple reunite? Can the narrator overcome his sadness and anger to allow her to “see” or understand him? None of these questions are answered.

“You Won’t See Me” continues McCartney’s progression as a songwriter as well as the group’s growing interest in an acoustic sound. It also reflects a Rubber Soul theme: the anguish and complexity of love. On various levels, “I’m Looking Through You,” “Girl,” “Run for Your Life,” and “You Won’t See Me” deal with trust and loyalty, showing the Beatles’ rapidly growing sophistication as singers, songwriters and musicians.

Kit O'Toole

Kit O'Toole

Kit O'Toole is a lifelong music enthusiast who maintains a stand-alone music blog called Listen to the Band. In addition, she is the internet columnist and a contributing editor for Beatlefan magazine. She also holds an Ed.D. in Instructional Technology. Contact Something Else! at
Kit O'Toole
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