In 1967 English playwright Joe Orton was to write a script for The Beatles' third film.
Orton was a celebrated playwright in the London theatre. The Beatles' manager Brian Epstein thought he might be the perfect writer for their third film, and Paul McCartney had previously invested £1,000 in one of Orton's other plays, Loot.
Walter Shenson, producer of the films A Hard Day's Night and Help!, asked Orton to rework a draft script written by a now-unknown writer. In Orton's diary entry for 12 January 1967 he noted that Shenson had called Orton's agent and said that he had a script. Although Shenson considered it to be "dull", he asked if Orton might take a look. Orton agreed, and had read it by 15 January when he wrote:
Like the idea. Basically it is that there aren't four young men. Just four aspects of one man. Sounds dreary, but as I thought about it I realised what wonderful opportunities it would give.
The resulting script was Up Against It. Orton met Shenson on 16 January, and began writing what would become Up Against It. He also met McCartney and Epstein on 24 January. A contract was drawn up, which allowed Orton to buy back the script rights if it were rejected.
Orton delivered an initial draft on 25 February. He expected it to be rejected, noting in his diary on 11 February that "the boys, in my script, have been caught in-flagrante, become involved in dubious political activity, dressed as women, committed murder, been put in prison and committed adultery."
The Beatles and Epstein eventually decided that Up Against It was be too risqué and the project was abandoned, although Orton was well paid for his efforts. The script was returned to Orton without comment.