It is a well known fact that as their fame was on the rise, The Beatles made a three movie deal with United Artists. A Hard Day's Night and Help fulfilled part of this contract. The third movie would be the animated movie Yellow Submarine. What is not so well known is that there had been plans for a third live action movie to follow Help.
For the third film The Beatles considered various ideas, among them an adaptation of Lord of the Rings (for which United Artists held the rights at the time) or an adaptation of The Three Musketeers (which A Hard Day's Night and Help director Richard Lester adapted in the Seventies). Neither project ever got off the ground. Eventually a script was developed, in which The Beatles were portrayed as four aspects of the same man. Producer Walter Shenson (who produced A Hard Day's Night and Help), disliked the script, thinking it "dull." It was then decided to bring in popular playwright Joe Orton, who had written such plays as Entertaining Mr Sloane and Loot. Brian Epstein thought he might be the perfect man for the screenplay, while Paul McCartney was a huge fan of Orton's work. It was in January 1967 that Shenson called Orton's agent and told him about the script they had, which he thought was "dull." Orton agreed to look at the script. Orton basically liked the idea behind the script, but concurred with Shenson that the screenplay itself was "dreary." Orton then met with Shenson, and later Brian Epstein and Paul McCartney, then set about writing a whole new script.
The screenplay which resulted, Up Against It, ultimately used next to nothing from the original script. Instead, it drew ideas from a novel Orton had written with his lover, actor and writer Kenneth Halliwell, in 1953 entitled The Silver Bucket, and from his own novel Head to Toe (written in 1961, but not published until 1971). As was much of Orton's work, Up Against It was very dark. The script was set in a world dominated by an oligarchy run by women. The Beatles themselves not only become involved in trying to overthrow the oligarchy, but at different points in the plot dress as women, perform an assassination, and in the end wind up in bed with the same woman (an act of adultery at that). Orton also drew upon the first two Beatles movies, including witty one liners as in A Hard Day's Night and a battle scene like the one from Help.
Richard Lester had no problem with the dark nature of Orton's works, although he worried whether The Beatles could keep up with his dialogue. On the other hand, The Beatles and Brian Epstein may have had their own objections. It is fairly well known that The Beatles were not particularly eager to film another movie. None of them had particularly enjoyed filming Help, and disliked how the film had turned out. Lennon himself said of the film that they were extras in their own movie. John Lennon's experience with his part in Lester's How I Won the War may have played a role as well. John Lennon said that he found filming movies "boring." It must also be kept in mind that Brian Epstein was always protective of The Beatles' image. It seems unlikely that he would have approved of a film in which there were such scenes as The Beatles dressing as women, assassinating a prime minister, and getting into bed with the same woman.
Paul McCartney, in the book Beatles at the Movies by Roy Carr, gives another reason for objecting to the screenplay. He said that it wasn't that it was too way out or anything like that, but instead because "...it was gay. We weren't gay and really that was all there was to it."
Regardless, Joe Orton's script for Up Against It was returned to him within a few days of sending in to The Beatles. Producer Oscar Lewenstein (who had produced Richard Lester's movie The Knack...and How to Get It) optioned the work right away. Richard Lester was set to direct, while Ian McKellan and Mick Jagger were set to star, but then in August 1967 Joe Orton was murdered by his lover Kenneth Halliwell. By that time Orton had produced a second draught, but the project ended with his death.
This was not the end of Up Against It. Orton's second draught would be revised and adapted as a stage play in 1989, with Kenneth Elliott directing and Todd Rundgren providing the music. It ran for three weeks at the Public Theatre in New York City. The screenplay was later broadcast over Radio 4 in London on August 4, 1995. It was broadcast again on Radio 3 in the fall of 1997.
Having elected not to do Up Against It, The Beatles' obligation to United Artists would be filled by the animated film Yellow Submarine.
It is difficult to say how history would have differed if The Beatles had elected to do Up Against It. It is almost certain that Yellow Submarine would never have been produced. Of course, it is questionable how good the film would have actually been. While I have never read the screenplay, Todd Rundgren said that the script was "incoherent." Tom Ross, who adapted the screenplay as a stage production, called it "amorphous." He also found that in rewriting the screenplay he had to tone down much of the misogyny of the original work, so that the film, had it been made, may have not have dated very well. Regardless, Up Against It is an interesting footnote in The Beatles' history, the movie they never made.