The Best “Rubber Soul” Cover Songs (Side 2)

rubber soul
[Editor’s Note: This is Part 2 — or rather, “Side 2” — of our look at the best cover versions from Rubber Soul.]


Rubber Soul is viewed by fans and musical historians alike as the transformational album of The Beatles discography. Despite tremendous pressure to release their 2nd album of 1965 and exhaustion from the movies and albums of 1964 and 1965, their creative juices were clearly flowing. Rubber Soul is an album of change: new look, new sound, new instruments, new recording technique, a new state of mind. Even the cover was innovative, in part due to the fact that “we were full-fledged potheads,” as George Harrison mused.

There are two full cover versions of Rubber Soul available. The first, This Bird Has Flown – A 40th Anniversary Tribute to the Beatles’ Rubber Soul is a selection of artists doing one song each. The second is by Silly Willy. Their version delivered a complete replication of the original, including wonderful harmonies and a Sitar. They nailed it.

I selected these particular covers because I feel they best preserve the innovation and diversity The Beatles amazed us with. Some versions were selected because they achieved beautiful replication of the originals while others offered a unique interpretation.

We’ve already covered the songs of Side 1; here are my picks for Side 2.

What Goes On

A John Lennon composition from the Quarrymen days, this song was destined for a 1963 recording during the “From Me To You” sessions, but they never got to it. It resurfaced during Rubber Soul as a song for Ringo, who’s stardom seemed to grow with every album, concert, and his awesome characters in their movies. Ringo’s passion for country and his narrow vocal range were a perfect fit. “What Goes On” wound up as the first song on the second side of the British release, most likely to appeal to Ringo’s fans.

I was able to find only a handful of covers. There was a true country version and an awesome copy by a YouTube threesome, Teresa, Thomas & Kilian. I’m choosing Teresa, Thomas, and Kilian for this piece. They did a great job on the music, a near-perfect replication of The Beatles and the harmonies are excellent.


John was very pleased with “Girl” and considered it one of his best. With Paul’s “Michelle” behind them, this looks like John’s response – the two of them often had complementary (competitive) songs. One of the most noteworthy traits of this song is the deep breathing John does. Is this about John’s dream girl? If so, she still hurts, humiliates and manipulates him – not quite what we’d expect a dream girl would be. John likened “her” to Christianity in a 1970 interview when he said, “You have to be tortured to attain heaven.”

I found 16 different cover renditions with a pretty good variety, from Cathy Berberian’s operatic version to Tiny Tim’s high-pitched voice doubling up with polka band Brave Combo. Only two of the versions attempted to the deep breaths of the original.

I chose the REO Brothers from YouTube. Their rendition is nearly perfect, harmonies, guitar clarity, and, of course, the deep breaths.

Related: “The 10 Most Romantic Songs of the 60s”

I’m Looking Through You

This is the last of three Jane Asher-related songs Paul wrote and recorded during the Rubber Soul sessions. “We Can Work It Out” was released as a single. Paul’s vision of his fiancée’s career differed with hers and, by looking through her, he saw past the façade of her love for him. This is another acoustic-powered song with a few overdubs and only John on backing vocals. Ringo admitted that the percussion sounds were done by tapping on a pack of matches. It worked.

There are over 10 covers of the song out with The Wallflowers being the only bigger name on the list. Their version is from the “I Am Sam” movie and a great one. A few of the live versions were great. Most of the covers kept the original acoustic blend intact.

In My Life

“In My Life” is one of a handful of songs that John and Paul never came to agree upon who actually did what. It’s clear they both had their hands on the music and words. It started out as a more specific reminiscing journey around Liverpool but got too long. John decided to recast the idea to the more general “early loves and friendships” later admitting that the line “some are dead and some are living” referred to Stuart Sutcliffe and Pete Best. Regardless of paternity, it’s a great song that usually lands in the top 10 for Beatles fans all-time favorites.

I found over 60 different covers. A lot of very big names went after this gem – CSN, Johnny Cash, Bette Midler, Boyz II Men, Roberta Flack, James Taylor, Ozzy Osbourne, John Denver and more. This song is open to so many interpretations without losing the lyrical meaning – piano-based, acoustic-based, edgy metal, melancholy blues, etc. There really wasn’t a bad version that I listened to.

My choice was made before I listened to any other version, nothing will change it: Sean Connery’s spoken version from George Martin’s eponymous album of Beatles covers.

Related: “Improbable Covers for the New Millenium”


“Wait” was written by Paul during the filming of Help! while in the Bahamas. It seems to be yet another song that does a marginal job of disguising his relationship issues with Jane Asher. It had to be tough for her to just … wait.

One can appreciate the dearth of cover choices for this song, too. That said, a number of reasonable versions show up on YouTube that are compelling. I won’t keep you waiting for the final choice. Beatles tribute band, “Yellow Matter Custard” did a great live version at their 2003 NYC concert.

If I Needed Someone

This is George’s second song on the album. It’s based loosely on the guitar riff in The Byrd’s “Bells of Rhymney”. George and Paul sat in with The Byrds while they recorded “The Times They Are a-Changin.” Both bands influenced each other’s style and music. George downplayed the song saying it was typical of a “million other songs written around the D chord.” It’s probably written with his girlfriend Patty Boyd in mind.

There are at least 11 covers done of “If I Needed Someone” Roger McGuinn (The Byrds) joining the ensemble. Eric Clapton’s rendition is live from the Concert for George after he passed away with Dhani on stage, too. It’s hard not to go with the sentimental choice, Eric Clapton’s live performance.

Run For Your Life

Another song that was considered a throwaway, John’s lyrics started with two lines taken straight from The King, Elvis Presley, one of John’s idols. Given John’s propensity for writing introspective songs (e.g., “Help!”) this song likely is an admission of his affairs while he was married to Cynthia. Unlike John’s songs about peace and love, this song has harsh and threatening lyrics: “wicked guy”, “jealous mind”, “see you dead” and so on. This song is difficult to replicate due to the multi-tracked guitars and multiple leads on the original.

I chose Thee Headcoatees rendition, with Nancy Sinatra’s switched gender lyrics. The edginess is great and keeps the harsh tone of the original.

I’m interested to hear your thoughts on my selections.

-Mark Massetti

Photo: Uncropped shot for “Rubber Soul” cover, Robert Freeman


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3 comments on “The Best “Rubber Soul” Cover Songs (Side 2)

  1. Ron Griswold

    There is another full cover album, Rubber Folk, on Gott Discs

  2. Mark Hudson

    That Connery version of “In my life” is just beautiful. Wait, must be something in my eye …


    amazing, watched them all, please add video links to ALL the covers next time PLEASE

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