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“WHAT GOES ON?”

(John Lennon – Paul McCartney – Richard Starkey)

On October 13th, 1965, Paul McCartney and Ringo Starr were driven over to John Lennon’s Kenwood estate in Weybridge, Surrey with one important order of business. This was to compose a three-way collaborative effort for inclusion on their next release “Rubber Soul.” They all sat down at John's kitchen table with paper and pens and, with guitars in hand, wrote what would become the first and only three-Beatle song, the results being the Grammy-award winning “What Goes On?”

Well…OK, it did not really happen that way. In actuality, this is the farthest from the truth. While the real story is hardly as glamorous, it has become a piece of history if only for the reason of it being an indelible component of The Beatles' immense catalog. Not the topper of anyone’s "favorites" list and considered by many to be “album filler,” examination shows the song as effectively conveying a convincing message within the framework of a well-written melody line and chord structure. Maybe we all need to reconsider its worth.

Songwriting History

When asked in 1972 by Hit Parader magazine who composed “What Goes On,” John Lennon answered: “Me. A very early song of mine.” In 1980, he explained in his Playboy article: “That was an early Lennon, written before The Beatles, when we were The Quarry Men, or something like that.”

“The Quarry Men,” which was named after Quarry Bank High School where John and most of the original members attended, had a performance life between 1957 and 1960. Paul McCartney joined the group in July of 1957 and George Harrison was recruited in 1958. By 1960, the band had changed their name a few times (accounts say “Johnny And The Moondogs” and “The Silver Beetles” among others), so “What Goes On?” was apparently composed during this four year time period, although there is not any evidence that the song was ever performed by the group.

However, it was originally somewhat different from what we are familiar with on the 1965 released "Rubber Soul" album. Lennon described this mid '60s version of "What Goes On?" to Playboy Magazine in 1980 as “resurrected with a middle-eight thrown in, probably with Paul’s help, to give Ringo a song and also to use the bits 'cause I never like to waste anything.” John and Paul most times referred to a song's bridge as a “middle-eight” but in this instance, “What Goes On?” doesn't contain a bridge. In the released version, it has a repeatable chorus (“What goes on in your heart…”) and a set of verses (“The other day I saw you as…”).

While John's explanation for Playboy makes it appear that his original song comprised only a repeating chorus, this is cleared up when examining his reference to "What Goes On?" in his 1972 Hit Parader Magazine interview. Lennon stated: “Ringo and Paul wrote a new middle-eight together when we recorded it.” Therefore, John did originally write a "middle-eight" (that is to say, "verses") for this song back in the late '50s, this being replaced with newer verses just before the band recording it in 1965 for "Rubber Soul."

Interestingly, an acetate disc containing an early demo of "What Goes On" recorded by John and Paul in 1963 (detailed below) has been discovered that displays two verses Lennon had originally written. While the chorus here is relatively unchanged from the released version, John's lyrics for the first verse is: "How can I conseal / the thrill that I feel / is our love still real / tell me here / is it so / I wanna know." Lennon's second verse was: "I saw you today / and I asked you to stay / but you ran away / tell me why / this is so / I wanna know."

Also clarified here is that Ringo did actually contribute to the writing of the new verses for the 1965 recording of the song. Barry Miles, in his 1997 biography of Paul’s career entitled “Many Years From Now,” confirmes this about completing "What Goes On?": “John dusted this off and Paul and Ringo wrote a new middle-eight for it.” Their April 1966 edition of the "Beatles Book Monthly," their British fan magazine, gives some interesting details about the writing of these new verses ("middle-eight"), which most likely occurred in late October or early November of 1965.

In the magazine's feature called "Neil's Column," assistant Neil Aspinall related: "Paul's greatest hobby at the moment is tape recording. He has a room that has been stacked with recording equipment...He's become an expert at recording and double-tracking...Often Paul's interest with this sort of thing can be useful professionally to the group. When Paul wanted to show Ringo how 'What Goes On' sounded like, he made up a multi-track tape. Onto this went Paul singing, Paul playing lead guitar, Paul playing bass and Paul playing drums. Then Ringo listened to the finished tape and added his own ideas before the recording session...Ringo added things, including some new lyrics, when he heard Paul's special tape." Since this tape appears to be lost to time, we can only assume that Paul included some new lyrics he had written for the verses on this tape, Ringo then altering and/or adding a bit more. When asked in 1966 about his input to this collaboration, Ringo replied, "I contributed about five words to ‘What Goes On.’ I haven’t done a thing since."

Recording History

“I was always saying to The Beatles, ‘I want another hit, come on, give me another hit.’” This command of George Martin was particularly valid back in the early months of 1963 when the follow-up to their first British chart-topper “Please Please Me” was needed. Therefore, on March 5th, 1963, at around 2:30 in the afternoon, the group assembled in EMI Studio Two to show their producer what they had.

"I would meet them in the studio to hear a new number," George Martin explained. "I would perch myself on a high stool and John and Paul would stand around me with their acoustic guitars and play and sing it – usually without Ringo or George, unless George joined in the harmony. Then I would make some suggestions to improve it, and we would try it again. That is what was known in the business as a ‘head arrangement.’"

On this occasion, The Beatles premiered four songs to George Martin for consideration as their next single, two newly written songs and two written many years before. The two first chosen by George Martin were the recently written songs, “From Me To You” and “Thank You Girl,” the first one becoming their next British #1 single and the other chosen for its b-side. With a little studio time left, one of the older written songs began life in the studio, this being “One After 909,” although this was never finished nor released at the time. The other older written song that they didn’t have time for that day was an early incarnation of “What Goes On,” at this time a full John Lennon composition. A demo version of this song was put to tape, this consisting of John on acoustic guitar and lead vocals, and Paul on piano and harmony vocals. While an acetate of this demo recording was made (mentioned above), this song was then deemed the least suitable for proper recording and apparently didn’t get past the George Martin “high stool” test.

Fast forward now to October or early November of 1965. As detailed above, Paul recorded a full version of "What Goes On" with home recording equipment at his current residence, 57 Wimpole Street in London, where he lived with his girlfriend Jane Asher and her family. McCartney wrote new verses for the song, omitting John's original verses, and overdubbed himself singing and playing all of the instruments. It can be assumed that, with a dire need for more material to flesh out the "Rubber Soul" album for a release before Christmas that year, John and Paul discussed resurrecting this early Lennon chestnut so as to record a quick version as a Ringo vocal for the LP. After Ringo heard the song and added some lyrical ideas, they were ready to premier this latest concoction in EMI Studios. Sadly, this home demo recording appears to be lost.

With just over half of “Rubber Soul” completed as of November 4th, 1965, and with a December 3rd release date fast approaching, they prepared “What Goes On?” to finally be suitable for recording and release. With this new set of verses written by Paul and Ringo, they entered EMI Studio Two on this day at 11 pm for a late night session in order to get more needed work done for the album.

Much preparatory work was first required, at least some of these being recorded. After all of the arrangement bugs were worked out, the engineer spooled back the tape to record over the rehearsals and record "take one" of their rhythm track, which was deemed good enough. Upon listening to the original tape, following "take one" you can hear engineer Norman Smith announce "Twelve," indicating that they most likely had at least 12 rehearsals before they were ready to officially record "take one." The rhythm track was spread out to two tracks of the four-track tape; track one containing Ringo's drums and Paul's bass, and track two featuring John on electric rhythm guitar and George on lead guitar.

After this was complete, Ringo performed his lead vocals onto track three, including detectable off-the-cuff remarks and voices from the other group members, such as at 1:28 where Lennon yells out “I already TOLD you why” after Ringo sings “tell me why” at the end of the second verse, this most likely being a reference to their 1964 song “Tell Me Why.” Ringo’s lead vocal performance stayed single-tracked, this undoubtedly due to his struggle in double-tracking “Matchbox” in June of 1964.

Track four contained John and Paul’s background harmonies through the song and, during the final seconds of the track, a brief lead guitar flourish edited in as an afterthought. Kevin Howlett, in the book accompanying the 2026 "Rubber Soul" releases, stipulated that this guitar flourish was performed by John. By approximately 2 am the next morning, “What Goes On?” was deemed to be complete, leaving the remaining hour-and-a-half of the session for attempting the recording of an ad-libbed instrumental tentatively titled “12-Bar Original” which was eventually discarded as a bad idea and never saw the light of day (until “Anthology 2,” that is).

Both the mono and stereo mixes for “What Goes On?” were made on November 9th, 1965 in Room 65 of EMI Studios by their producer George Martin with Norman Smith and Jerry Boys as engineers. Interestingly, their overdubbed lead guitar flourish was panned out of the mono mix. They decided to leave track four up during their stereo mix so the closing guitar flourish could be heard, also keeping Ringo's vocal on track three raised so as to give more clarity to his humming/singing the chorus during the guitar solo and his off-mic twice repeated “in your mind” at the end of the song. The stereo mix features the bass and drums with Ringo’s lead vocal primarily on the left channel, John and George's guitars and the harmony vocals primarily on the right channel.

In 1986, George Martin created a new stereo mix of "What Goes On" specifically for the “Rubber Soul” album release on CD. Although somewhat clearer, this mix is essentially identical to the original 1965 mix except that both Ringo’s vocal and the backing harmonies were panned a bit more to the center.

Another stereo mix of the song was then created in 2026 by Giles Martin and engineers Sam Okell, Joe Wyatt and Greg McAllister, these results appearing on the various editions of "Rubber Soul" coming out that year. This vibrant newer mix brings the original elements to life in a more palatable way for the audio standards of that time. With Peter Jackson's AI technology, Giles Martin had the ability to utilize this "new machine-learning techology" in order that their "individual elements that were put to tape...and were therefore impossible to separate" could then be "untangled, allowing Giles (Martin) to put the original recordings back together with greater clarity and impact," stated author John Harris. While they were at it, they also did a mix of "take one" of the rhythm track without vocals, this mix being included in the above mentioned "Rubber Soul" releases.

On July 16th, 2006, Ringo and his “All-Starr Band” had a live rendition of the song recorded in Uncasville, CT, for inclusion on his live album “Ringo Starr And His All Starr Band Live 2006.” Additionally, in 2008, a newer recording was made of the song during Ringo’s live set at The Greek Theatre in Los Angeles, California, the result appearing on “Live At The Greek Theatre 2008.”

Song Structure and Style

The Beatles seemed to go to great lengths to infuse some creativity into the structure and arrangement for this song which, to many ears, appears to be a let-down in comparison to the sparkling and innovative songwriting that surrounds it on the album. I heartily implore you to take a closer look at the results so as to show that this is in fact a well-written song with many elements of an impressive performance. I’m not trying to give anyone the "hard sell," but I don’t think that it should be considered a “bad song,” per se, as may be the general opinion. The unfortunate thing here is that, surrounded by the contents of either British or American album that contains it, it sits among the framework of brilliance. American Beatles fans of the '60s had a hard transition to the British track listing of the compact disc when, where they expected the beautiful “It’s Only Love,” they got what they considered a "clunky" album-filler sung by Ringo.

Although the structure of the song was no doubt in place back in the late '50s, we see here another case of a chorus being used as the primary feature, something that was less than usual in their catalog up to this point. The format of the song is ‘chorus/ verse/ chorus/ verse/ chorus (solo)/ verse/ chorus’ (or abababa). Three separate verses with their own lyrics show that a lot of work was put into the writing of the song in getting it to this finished state, Ringo’s “five words” intermingled somewhere within.

A brief four-measure introduction, started off by three leading notes from George before the downbeat, establishes the key of E major and begins what has developed into a true country-and-western flavored piece. Being what Ringo has claimed at the time as being his favorite genre of music, The Beatles were undoubtedly bowing to his favor, possibly purposely altering the previously-written composition to his style. In fact, the habit up to this point had been to cater to more of a “hillbilly” sound for most of his vocal contributions, which were a Buck Owens cover and two Carl Perkins “rockabilly” classics. (The unreleased “If You’ve Got Trouble” wouldn’t have fit into this mold.)

The down-beat of the intro brings in the full band arrangement as we’ll hear unaltered throughout the song, consisting of Lennon on electric rhythm guitar, Paul on bass and Ringo on drums. George plays an interesting introductory guitar phrase not unlike what we’ll hear almost non-stop throughout the remainder of the two minutes and forty-four seconds.

Just before the first 20-measure chorus begins, we hear the three-part harmony of Ringo, John and Paul come in with the title of the song, which continues in this fashion for the entire verse. Actually, John and Paul apparently miss the first word, just singing “goes on” the first time around. Just after the first phrase ends with the words “in your heart,” we hear an unidentified voice give a quick “yelp” of some sort, the first of many during the song.

The first verse, like the other three, is fourteen measures long. It features Ringo stepping into the spotlight to tell us his story while John and Paul sing background “ooh”s, not unlike those heard in the recently recorded “Michelle.” The melody line used here is quite wordy in comparison to the simple phrases contained in the chorus, which sets off a nice contrast. The verse actually appears to have been cut short in structure after the phrase “tell me why,” a sixteen measure format seeming to be more expected. However, extending it another two measures would have been even more awkward so it's best as is.

An identical repeat of the chorus comes next, with Ringo hitting his snare drum unusually hard for the first beat. John and Paul once again come in a little bit late with the background harmonies, singing only “goes on.” During the breathing space left in the last two measures of this chorus we hear some more unidentified mumbling from the rhythm track.

The second verse then appears, which follows the same pattern as the first, the most noteworthy feature being the voice of John saying “tell me why?” just after Ringo sings “a girl like you to lie.” And then afterwards, Lennon’s’ infamous exclamation “I already TOLD you why!”

What appears to be yet another repeat of the chorus comes next, although they cleverly just sing the first phrase in three-part harmony and, after a “wooh” from McCartney, they continue the structure of the chorus with Harrison vamping an ad-lib solo rather high in the mix for the remainder of these measures. The only problem here is that the listener quite possibly doesn’t understand the structure of this solo section and it becomes somewhat disorienting, not delineating the chord changes from the chorus and wondering when it’s going to conclude. Also disorienting is the solo itself, which meanders along through some phrasings heard elsewhere in the song, leaving the listener feeling that he’s not sure what he’s doing. Ringo is also heard humming/singing along to the chorus to keep himself in time.

A final identically-structured verse now comes in which has as its feature the erratic rhythm guitar playing of John Lennon, his playing habitually going into loud staccato “chops” throughout its duration. George just plays quiet assorted fills in the background as if he’s not sure what to do.

This is followed by the final chorus, which is characterized by Ringo banging away loudly on his snare, noticeably different from the rest of the song. While this doesn’t appear to be an edit in the rhythm track (which could easily be suggested), it is probably just Ringo's way of winding the song down climactically. This last chorus is actually followed by another four-measure section that acts as the conclusion. George’s guitar playing goes diminished while Ringo quietly repeats the final phrase “in your mind.” A final overdubbed guitar flourish from John (unheard in the mono mix) brings the song to a conclusion with a mighty crash on a syncopated beat. The unfortunate final chord sounds out-of-tune but, with the time constraints, was deemed suitable enough.

Ringo’s drum playing keeps the country swagger going without variation throughout the proceedings except for the concluding cymbal crash. His forte on this song is his vocal work which, within the small amount of range written into his part, is done amazingly well. He keeps on pitch very well with some slight reaching for the notes in the choruses that actually works nicely with the country feel of the song. Arguably his best vocal performance up to this point.

George is very much the highlight of this song, channeling Carl Perkins for his flavored runs that ooze throughout the arrangement. His "high in the mix" guitar work, while not always confidently played, shows him getting a chance to ad-lib a little more like he used to in the Cavern / Hamburg days which were seemingly a million years before. Guitar solos were much more structured in their recent recordings of that period, Paul even playing them himself at times.

Speaking of McCartney, his "walking" bass work is phenomenal on this song, as are his usual harmony vocals. John’s harmonies are also spot-on, expected from someone proud to have an early songwriting attempt finally see the light of day. John substitutes the acoustic guitar flavoring appropriate for this country-tinged song with his electric Rickenbacker while performing an unusual staccato rhythm pattern which does get a little patchy at times.

Lyrically, this track fits Ringo’s persona perfectly, depicting the "sad and lonely" type who is being mistreated somehow by his significant other. Except for the rockers “Boys" and "I Wanna Be Your Man," his vocal songs up to this point are of this nature.

This time around he sees his “future fold” when he spots his girl with another guy. And, to top it off, he had just been with his girl that “morning, waiting for the tides of time” (this Bob Dylan-esque phrase suggested by Ian MacDonald to be the lyrical contribution from Ringo as read in “Revolution In The Head”). The illusion was that everything was fine with their relationship, only to find that it was “easy for (her) to lie.” He wonders “what goes on” in a heart and mind that would cheat so openly. He feels that she didn’t even think of him “as someone with a name,” wondering whether she really wanted to maintain their romance on the sly or whether she meant 'to break his heart and watch him die.' Poor guy!

At least the next time he sings, he’ll be in a happy “Yellow Submarine!”

American Releases

On February 15th, 1966, the US was first exposed to “What Goes On?” as the b-side of Capitol’s first and only make-shift single of the year, pairing it with “Nowhere Man” as the a-side. While this a-side peaked at #3 on the Billboard Hot 100, “What Goes On?” earned a placement on the chart as well, although it only made it up to #81.

Because of force of habit, Capitol printed the songwriting credit as “John Lennon – Paul McCartney” at first before they were informed that Ringo was also involved in the writing of this song. Later pressings of the single showed the credit as “Lennon – McCartney – Starkey,” but because of the record's popularity waning by that time, the majority of the circulated copies have the earlier credit, making the “Starkey” copies much rarer today.

A little over four months later, on June 20th, 1966, “What Goes On?" got its first US album release on Capitol’s “Yesterday…And Today.” Positioned in the not-so-flattering position of next to last on the album, in between the powerhouse tracks “We Can Work It Out” and “Day Tripper,” it was much easier to dismiss this song as album filler than it was in Britain where it started off side two of “Rubber Soul.” "Yesterday...And Today" was then released on January 21st, 2014, as an individual compact disc, both the mono and stereo versions of the album being included on a single CD. Incidentally, this release featured both the "trunk" cover and the "butcher" cover.

Sometime in 1967, Capitol released Beatles music on a brand new but short-lived format called "Playtapes." These tape cartridges did not have the capability to include entire albums, so two four-song cartridges of "Yesterday...And Today" came out in this portable format, "What Goes On?" being on one of them. These rare "Playtapes" are highly collectable today.

The first time the original British "Rubber Soul” album was made available in America was on the "Original Master Recording" vinyl edition released through Mobile Fidelity Sound Lab in June of 1984. This album included "What Goes On?" and was prepared utilizing half-speed mastering technology from the original master tape on loan from EMI. This version of the album was only available for a short time and is quite collectible today.

Speaking of “Rubber Soul,” its first compact disc release was on April 30th, 1987 and featured the new 1986 George Martin stereo mix of “What Goes On.” This fourteen-track version of the album also received a vinyl release in the US on July 21st, 1987. This album was then remastered and re-released on September 9th, 2009 on CD and on vinyl on November 13th, 2012. The new 2026 Giles Martin mix of the album became available on October 2nd, 2026 on compact disc, on Blu-ray, and on vinyl in three ways: on black vinyl, as a limited edition Zoetrope, and on Orange vinyl exclusively at Target stores.

On January 24th, 1996, the original Capitol single was re-released in the Cema series “For Jukeboxes Only.” This single was printed on green vinyl and is quite collectible today.

September 9th, 2009 was the release date for the CD box set “The Beatles In Mono,” on which, as in the case of all of the “Rubber Soul” tracks, “What Goes On?” is featured in both the original 1965 mono and stereo mixes. The vinyl edition of this box set was first released on September 9th, 2014.

In promotion of the 2014 box set "The US Albums," a rare 25-song sampler CD was manufactured for limited release on January 21st, 2014, this containing the mono mix of "What Goes On."

On October 2nd, 2026, new editions of "Rubber Soul" were released that feature a a new Giles Martin mix. The "Special Edition Deluxe 2 CD Set" features the 2026 stereo mix of "What Goes On" as well as "Take 1 - instrumental backing track" from their original session tapes. The "Super Deluxe Special Edition," made available as a 4 CD box set and a 5 LP / 7" single box set, includes these versions of the song as well as its original 1965 mono mix.

On July 7th, 2008, a live performance of the song was included on the album “Ringo Starr & His All Starr Band Live 2006.” Also, his album “Live At The Greek Theatre 2008,” which came out on July 27th, 2010, features a new rendition of “What Goes On." The song was also included in the 2CD set "Live At The Greek Theatre 2019," which was released on November 25th, 2022, this also being released on on 2CD/Blu-Ray set that same day.

Live Performances

Although the band continued to feature a Ringo vocal song during their live shows after “Rubber Soul” had been released, they still did “Act Naturally” in late 1965 and then returned to the 1963 rocker “I Wanna Be Your Man” throughout 1966. It appears that the group did not feel the more recent “What Goes On?” had the required enthusiastic stage presence and they decided to bypass it entirely for live performances.

Even Ringo himself omitted this track from his live "All-Starr Band" set lists for many years. He began these tours in 1989, but didn't think to include "What Goes On?" until 2006, reprising it on stage in 2008, during his 2012-17 tour, his 2018-19 tour, and then his 2022 tour.

On January 14th and 15th of 2025, Ringo performed "What Goes On?" at the Ryman Auditorium in Nashville, Tennessee for the CBS TV special "Ringo & Friends At The Ryman" that aired on March 10th, 2025. Ringo played drums on this performance with country artist Molly Tuttle on vocals along with numerous other talented country players. This American television special was produced in celebration of Ringo's current country album "Look Up."

Conclusion

It seemed only natural that, given Ringo’s penchant for country music, the group would take their new "original compositions only" policy to concoct a C&W track for their drummer to sing on their latest LP. The previous album's “Act Naturally” worked well enough to inspire Lennon and McCartney to adapt a previously composed song to that genre of music, going as far as mimicking the rhythm and style of this Buck Owens classic right down to the three quarter-note guitar intro. Although “What Goes On” lacks the confidence and sheen of the previous Ringo song, it still stands as testimony to The Beatles’ chameleon-like ability to convincingly tackle any task required.

 Song Summary

 “What Goes On?”

 Written by:  John Lennon / Paul McCartney / Richard Starkey 

• Song Written:  1957 to November 1965
• Song Recorded:  November 4, 1965
• First US Release Date: February 15, 1966
• US Single Release: Capitol #5587 (b-side to “Nowhere Man”)
• Highest Chart Position: #81
• First US Album Release: Capitol #ST-2553 “Yesterday…And Today”
• British Album Release: Parlophone #PCS 3075 “Rubber Soul”
• Length: 2:44
• Key: E  major
• Producer: George Martin
• Engineers: Norman Smith, Ken Scott, Graham Platt

 Instrumentation (most likely): 

• Ringo Starr – Lead Vocals, Drums (1964 Ludwig Super Classic Black Oyster Pearl)
• George Harrison – Lead Guitar (1963 Gretsch 6119 Tennessean)
• Paul McCartney - Bass Guitar (1964 Rickenbacker 4001S), Harmony Vocals
• John Lennon -  Rhythm Guitar (1964 Rickenbacker 325), Harmony Vocals 

 Written and compiled by Dave Rybaczewski

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