With its improved songwriting and tighter arrangements, "With the Beatles" stands as a vast improvement over "Please Please Me". Unlike with the previous album, the Beatles spent a lot of time in the studio developing a more focused product. 'It Won't Be Long' showcases the band's masterful vocal arrangements and Lennon's unique chord progressions. The chordal structure defies diatonic harmony. Written in E Major, the verse includes an unexpected flatted major VI chord (CM). The bridge features a smooth, yet unexpected chordal descent from the tonic. Not many of the Beatles’ 1963 pop contemporaries ever came close to using such unconventional progressions. 'All I've Got to Do' greets the listener with a dark and dissonant jazz Eaug11 chord. 'Don't Bother Me' introduces George Harrison's cynical songwriting. I've never quite cared for McCartney's tedious 'Hold Me Tight' (a reject from the debut album). Interestingly, "With the Beatles" gives seven covers (as opposed to the six of "Please Please Me"). Regardless, the baffling cover of 'Till There Was You' from The Music Man stands out as top material. On top of McCartney's smooth melody, Harrison delivers such a tasty solo! At this point, the Beatles were experiencing the beginnings of Beatlemania, and perhaps the constant attention drained some spark of youth from the group. As such, the album cover's plain-faced shadows mark a drastic contrast to the colorful smiling of the Please Please Me cover.