In 1967, the last thing the Beatles wanted to do was make a live action film. While 1964's A Hard Day's Night was a critical and financial success, 1965's Help! only made money. It's a lackluster film, with few highlights. They could never agree on a third film, which the Beatles were contractually obligated to make for United Artists, and one never happened. Suddenly, in 1967, Al Brodax, who produced some episodes of the overly silly ABC Beatles cartoon, approached manager Brian Epstein about doing a full-length animated film with the group. Epstein gave him the OK and King Features Syndicate got to work, taking just 11 months to complete what became Yellow Submarine.

The plot of Yellow Submarine takes some notes from the original song and throws in a few original elements, concocted by Lee Minoff, to flesh out a 90-minute film. It takes place in Pepperland, an “unearthly paradise” where everybody enjoys music, culture and peace. The Blue Meanies come to town and take over, destroying all they love. The Lord Mayor and Old Fred barely survive, and the Mayor tells Fred to go off and find someone to help. The Mayor gets apple bopped just as Fred gets off on the Yellow Submarine. He recruits the Beatles, who are happy to oblige and wind up saving the day with their songs.

Obviously, this plot means that you could really wrap up the entire film in ten minutes, if that. After all, why does Pepperland have to be so far away from the real world? Of course, if it only took the Beatles five seconds to travel from point A to point B, there would be no chance for them to sing all those great songs. Designer Heinz Edelmann, whose influence is on every frame of film, director George Dunning and his team of animators chose some great material to put in between that journey, pioneering the use of animation as a way to present visuals with music. Yellow Submarine is to the Beatles what Disney's Fantasia is to Classical music.

Despite all these great sequences, from the mixed-media approach to “Eleanor Rigby” to the 60-second countdown in “When I'm Sixty-Four,” the one that has always impressed me is “Lucy in the Sky with Diamonds.” Dunning's vision of the song so perfectly matches what John Lennon wrote, with its kaleidoscope visions and rotoscoped scenes. Rotoscoping is the process of tracing live action footage and animating it. Usually, this doesn't look that great in motion, but Dunning proved that, if you know how to use it, it can look great.

If there is one knock at the film is that it isn't all as timeless as the music contained within it. Clearly, this is one film that could only have been made in 1967 and 1968. Even by the time the film came out in the U.S. in November 1968, it was out of date. The Beatles had already moved away the over-produced sound of Sgt. Pepper's Lonely Hearts Club Band and Magical Mystery Tour and were going in a new, stripped-down approach for The White Album. Still, the Beatles liked the film enough to contribute a short live-action bit at the end, which gives the film a fun ending after the sensory overload that is “It's All Too Much.”

Yellow Submarine's arty style is lightened up a bit by poet Roger McCough's contributions to the script. Like A Hard Day's Night screenwriter Alun Owen, McCough brought in the Beatles' trademark Liverpudlian humor and wit without needing their help. There are some fantastic lines (“There's a cyclops!” “It can't be, it's got two eyes.” “Then it must be a bi-Cyclops.”) and in-jokes (“How many holes do you think there are in all?” “Enough to fill the Albert Hall.”), which help lighten the film.

The film remains a clever addition to Beatles lore. Of their four films, I'd rank it second, behind A Hard Day's Night, even if they only appeared in the last couple of minutes of the film. It is much better than Help! and far more enjoyable than Let It Be (which should be subtitled How To Break Up A Rock Band). Apple Corps released Yellow Submarine on Blu-ray last week and the stunning restoration should help people appreciate the stunning artwork that makes up the film. After all, the story may be weak and the style might permanently place it in 1968, but it's the music that counts. It remains among the best animated films ever produced.

P is for goodbye.

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