‘Beware Of Darkness’ was the opening song on the second disc of All Things Must Pass, George Harrison’s third solo album.

‘Beware Of Darkness’ was written at home in England during a period when I had some of my friends from the Radha Krishna Temple staying: ‘Watch out for Māya’1. I like the melody – it’s sort of strange. The lyrics are self-explanatory.

1 Māya – the cosmic illusion (that which is not).

George Harrison
I Me Mine

The lyrics are cautionary, warning listeners – or, indeed, Harrison himself – to be wary of dark thoughts, sadness, hopelessness, and “greedy leaders”. There is tantalising, unexplained imagery too: “falling swingers”, “soft shoe shufflers”, Weeping Atlas Cedars” – the type, incidentally, beside which The Beatles posed during their final photo session in August 1969.

‘Beware Of Darkness’ was among the songs Harrison demoed for Phil Spector on 27 May 1970, during a solo session at EMI Studios. He introduced it with the words: “This one is the last one I wrote the other day, and it’s [got] a few words needed yet.”

The main lyrical change came in the third verse, where instead of “as each unconscious sufferer wanders aimlessly/Beware of Māya”, he sang “pushing you in puddles in the dead of night/Beware of ABKCO”, a reference to Allen and Betty Klein’s company.

The acoustic demo was included as a bonus track on the 2001 reissue of All Things Must Pass.

Actually I didn’t even know it was recorded at the time. It came out later on a bootleg, and it’s strange when something you didn’t ever consider to be a record is suddenly something somebody digs out and plays as what’s supposed to be the record. I have a problem with all that. Some people think, as far as bootleg material, that it has a special value, and okay maybe it does to some people and in some situations, but if you imagine a car

I had to go over the songs I had with Phil Spector, ’cause he was the co-producer, and we were in, I think, Studio 2 at Abbey Road, and the engineer had a microphone and taped it.

George Harrison
Billboard, 30 December 2000

In June 1970 Spector left the All Things Must Pass sessions for health reasons, leaving Harrison to record a number of backing tracks and overdubs without him.

Harrison sent mixes of most of the songs to Spector, who was convalescing in Los Angeles. On 19 August 1970, the producer wrote a letter to Harrison in which he outlined his thoughts on the progress so far.


The eight track I heard after it was bumped had the electric guitar you played bumped on with the rhythm guitars. I personally feel you can make a better bump with a bit more rhythm guitars. The electric guitar seems to drown them out. Perhaps you should do another bump with more rhythm guitars, or seriously consider taking this one to Trident Studios using the original eight track and avoiding bumping, as each track we used is important and vital to a good final mix.

Phil Spector

Leon Russell recorded a version of ‘Beware Of Darkness’ on his 1971 album Leon Russell And The Shelter People.

Harrison and Russell performed the song at both Concerts For Bangladesh on 1 August 1971. Harrison sang the first two verses, with Russell taking the third. The evening performance was included on the Concert For Bangladesh album.

Eric Clapton sang ‘Beware Of Darkness’ at the Concert For George tribute in 2002.

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