In 1967 English playwright Joe Orton was asked by Walter Shenson, producer of the films A Hard Day’s Night and Help!, to come up with 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.

Shenson 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 Walter 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.
Diary of Joe Orton

The resulting script was Up Against It. Orton used portions of the earlier script and incorporated new scenes. These included an opening passage adapted from a 1953 novel, The Silver Bucket, co-written with Orton’s lover Kenneth Halliwell. Another part came from Orton’s 1961 novel The Vision Of Gombold Proval, which was published posthumously as Head To Toe.

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.

The reason why we didn’t do Up Against It wasn’t because it was too far out or anything. We didn’t do it because it was gay. We weren’t gay and really that was all there was to it. It was quite simple, really. Brian was gay…and so he and the gay crowd could appreciate it. Now, it wasn’t that we were anti-gay – just that we, The Beatles, weren’t gay.
Paul McCartney

Orton continued working on the project, reducing the four lead parts to three – mainly by combining the roles of George Harrison and Ringo Starr, and a meeting was planned with director Richard Lester at Twickenham Film Studios.

With The Beatles out of the picture, Lester considered making the film with Ian McKellan and Mick Jagger in the lead roles. However, the project was shelved following Orton’s death.

On 9 August 1967, the morning of the meeting, a chauffeur arrived at Orton’s home in Islington, London, to take him to Twickenham. The night before 34-year-old Orton had been bludgeoned to death by Kenneth Halliwell with nine hammer blows to the head. Halliwell then committed suicide by overdosing on 22 Nembutal tablets.

Orton’s revised post-Beatles script for Up Against It was first published in 1979. The original draft remains unpublished, and the manuscript is held in the Joe Orton Collection at the University of Leicester.

Other film ideas considered by The Beatles at this time included adaptations of Lord Of The Rings and The Three Musketeers, but like Up Against It all were dropped.


Up Against It begins with the expulsion from a provincial English town of two young men, Ian McTurk and Christopher Low, after the former takes the virginity of Rowena Torrence, niece of the local priest Father Brodie.

In the woods outside the town, Low arrives at the mansion of local eccentric millionaire Bernard Coates; inside he meets Coates and a dominatrix named Connie who makes Low her sexual slave.

McTurk, having fled the scene, encounters a group of anarchists led by Jack Ramsay, who plans to assassinate the new female prime minister. Also in the gang are the town’s deposed mayor Terence O’Scullion, and government clerk Miss Drumgoole.

McTurk, Low and Ramsay dress up as women to gain entry to the Royal Albert Hall, where Ramsay shoots the prime minister dead. Afterwards they escape.

Ramsay later disrupts the funeral march with a speech in support of public debauchery and private perversion. A riot ensues and the trio hides in a shop belonging to Ramsay’s anarchist father. McTurk is enticed away by Torrence and captured,and the other two are cornered by police and shot.

McTurk spends the next decade imprisoned, before being rescued by Ramsay, who is unexpectedly still alive. They escape through a sewer and into the sea, where they end up on a luxury yacht owned by Torrence and Coates, now married. The cabin boy on the yacht is Low.

A tea party follows, in which McTurk again tries to seduce Torrence. Miss Drumgoole, infatuated with him, throws herself overboard. Before they can be arrested, Ramsay, McTurk and Low escape once again in a lifeboat, and find Miss Drumgoole.

The lifeboat is caught in a storm. McTurk wakes on a beach and is taken to hospital. Connie arrives and takes him to fight in a war now waging between government and rebel forces. He is reunited with Ramsay and Low and joins the rebels.

Low is wounded in the battle. The mayor and McTurk’s father turn up, and people switch sides more than once. Finally the rebels crash a stolen ambulance into a lorry containing wounded people, and scenes of carnage ensue.

Father Brodie arrives on the scene to bless the hellish battlefield. The rebels are taken prisoner, but are unexpectedly given medals and proclaimed as heroes. Ramsay’s anarchist father is a general, the mayor is installed to his position once again, and Low becomes engaged to Connie.

In the final part of the film, Low calls off the engagement; Ramsay’s father is demoted to hotel bellhop; and McTurk, although still in love with Torrence, gives himself to Miss Drumgoole. She accepts marriage, though to Low, Ramsay and McTurk.

The three marry her in a ceremony officiated by Father Brodie. The screenplay ends the morning after the wedding, with the bride and grooms enjoying intimate moments under the sheets.

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