The Criterion Collection and Apple Corps on Picture and Sound for the 50th Anniversary Blu-ray Release

The Beatles’ 1964 film, A Hard Day’s Night, which recently celebrated its 50th birthday, along with the 50th anniversary of the group’s arrival in America, offers a snapshot into the early days of Beatlemania.  Directed by Richard Lester and produced by Walter Shenson for United Artists, the black-and-white film was intended to make a quick buck for the studio before the assumed flash-in-the-pan phenomenon died out.  Instead, it has lived on as a classic, the benchmark for quality rock-and-roll films ever since.

In honor of its birthday, The Criterion Collection has given the movie its first 4K digital restoration, as well as a new 5.1 surround soundtrack, the latter produced by Giles Martin, son of legendary Beatles record producer Sir George Martin. The restoration was premiered at the TCM Classic Film Festival at the Chinese Theatre in Hollywood in April, and was released on Blu-ray and DVD in June, with a subsequent brief theatrical run.

A Hard Day’s Night had received a high-quality photochemical restoration in 1994, supervised by restoration veteran Paul Rutan, Jr., working directly for Shenson. But this pass is the first time it has been restored digitally.  “It really is a gorgeously photographed image,” says Criterion CEO Peter Becker.  “And for us, it was really about bringing out the balance of that beautiful black-and-white image.” The film was shot by the late Gilbert Taylor, BSC, who also that year lensed Dr. Strangelove, and, later, Star Wars Episode IV:  A New Hope.

Working with both Rutan and the film’s owner, Bruce T. Karsh, Criterion located most of the film’s original camera negative, which was stored at Pro-Tek Vaults in Burbank, and was in generally good condition, making picture restoration fairly straightforward. “The reels have all the standard kinds of wear and tear and damage that film of that age typically has,” Becker says.  “But there was not a lot to fix,” save for some scratches in a sequence in a TV studio where the band performs for an audience. “It was never badly stored, and therefore not terribly warped.”

Unfortunately, the camera negatives for the first and last reels, 1 and 10, were nowhere to be found, and are thought to have been missing for quite some time. While dupe negatives — two generations away from the camera negative — for those reels were available, the dupe for reel 1 wasn’t in quite as good condition as that of Reel 10.  “We wanted to find something better than what we had for that reel,” says Criterion’s technical director, Lee Kline, “because we thought, ‘That’s the first thing everyone’s going to see.’”  A fine-grain positive — just one generation away from the negative — was found at an archive in England, and then scanned at 4K at Deluxe Digital London.

Scanning for the remainder of the film was performed by Sony Colorworks in Culver City. Not only was the scan made at 4K, but the project also represents the first restoration Criterion has performed at that level.  “Having that amount of information to work with gives us much more control to be able to be extremely precise in our restoration work,” Becker states.  “It allows us to make repairs on a very, very small section of the picture, by borrowing from adjacent frames, without touching the grain structure of the whole image. You want to work on as small an area as possible.”

Doing so required adjustments to Criterion’s infrastructure, Kline notes. “We’ve always scanned in 4K, but we’d been working at the 2K level prior to this project. And a 4k project takes up a lot of storage space. A 2K movie with a 100-minute running time is about 2 TB of digital files; a 4K movie is four times that amount.  Plus, you’ve got three versions to store:  your original scan, which you don’t touch, your restored version, and your backup. So you’ve got 24 TB always in the queue. And that’ll take down any solid infrastructure if it’s not done right.”

Paul McCartney. Photo courtesy Janus Films; © Bruce and Martha Karsh

Prior to the beginning of restoration work, the footage was color-graded by veteran colorist Sheri Eisenberg at Sony ColorWorks. “There’s a tendency these days, because of the way we watch TV, towards ‘contrast, contrast, contrast,’” Kline notes.  “It’s important — particularly with black and white — that you see the texture, because that’s the way the filmmaker saw it, especially in those really dark black sections of the film. The Beatles are all wearing black jackets [and] you want to make sure that you can see the texture in their clothes and the patterns, etc.  And Sheri’s done 40 or 50 black-and-white films for us, just in the last few years.  She knows how to handle that.”

Particularly challenging were reels 1 and 10, especially contrasty due to their inclusion of title sequences, themselves the result of optical printing. “Those were especially important for us, particularly in the first reel, but also in the end title sequence,” which features a montage of photographer Robert Freeman’s photos of the four Beatles, which had always appeared in high contrast.  “The trick was, for us, in reel 1 — if you didn’t see where the reel change occurred, from the fine grain to the camera negative, at about 10 minutes in, we’ve done our job. We wanted it to look seamless.”

The picture restoration was performed by a team of 10 artists over a month’s time at Criterion’s offices in New York, using a small but powerful arsenal of tools. Digital Vision’s Phoenix was used as a first automated pass, for dust and dirt repairs. Next, MTI Correct was used to pick up whatever Phoenix missed, the operator identifying by hand any items that needed attention. “MTI’s algorithms intelligently think about grain and density and make the repair appropriately,” Kline says.  “And most of the time, it gets it right, but it’s all up to the operator to make sure it’s hitting the mark.”

The Pixel Farm’s PFClean is also utilized for fine tuning. “It’s good at flicker, when you have changes in density,” Kline explains. “It’s also good at instability. If there’s movement, especially from printing, generationally, it will fix that, too.”

As mentioned, Criterion makes use of automation where applicable, but still depends heavily on the skill of its artists to supervise the software. “There are different ways that we can approach the kinds of defects that exist in film elements with a variety of different tools, most of which are not automated,” Becker states.  “The rule that we always apply is that if you can’t perform a fix without leaving evidence of the fix, then you leave the original damage. We don’t want to see or hear anything that we’ve introduced. I’d rather see a fleck of something go by than notice a digital artifact. And, personally, I’m perfectly happy seeing something that reminds me that this came from the original piece of film that went through the camera that The Beatles were in front of!”

The systems were really put to the test in scenes that involved movement — which occurs in a good amount of the film, much of which was shot handheld, sometimes with director Lester operating himself. “The camera’s constantly moving, and the people are constantly moving within the frame,” introducing motion blur, Becker explains. Notes Kline, “Automated tools are not good with motion. They’re not quite smart enough to understand how to address something that moves fast. It kind of skips over those things. And if it does process it, you’ll find it’s removed edges of things that it shouldn’t. So we tend to do things manually, working frame by frame, to find pieces of dirt and draw them out.  That’s all operator-dependent, and that’s what takes the largest amount of time.”

The “Can’t Buy Me Love” scene, in which The Beatles are goofing around in a field to that tune, was particularly challenging. “Much of that was shot handheld from a helicopter — so the camera has got the shake from the helicopter, as well as that of the operator — and The Beatles are running around,” Kline points out. “That was tedious.  I remember our artists saying, ‘That took a while.’”

Richard Lester. Photo courtesy Janus Films; © Bruce and Martha Karsh

Director Richard Lester was shown Criterion’s work as the film progressed, and offered only minor notes. One specific question the company had was about the final aspect ratio. A film frame had been found from an original print leader (from reel “5b,” which represents the 10th reel — the second part of the 5th combined 2000 ft. reel, prior to the days of plattering), which indicated to the projectionist a 1.75:1 frame.

“The movie was shot in a 1.66:1 frame, which would have been pretty common for a black-and-white film of that vintage,” Becker says. “We looked at it with Lester, and he liked it.  But then we found the 1.75:1 film frame that clearly said ‘A Hard Day’s Night, Aspect Ratio 1.75:1,’ and we went back to him and said, ‘What’s the story?’  And he said, ‘Oh, yes, yes.  It was released at 1.75:1.’  And that’s what he preferred.” That's how the film appears in its new release, likely for the first time since its original theatrical release.

Sounds Fab
To restore and remix the film’s soundtrack, Criterion turned to The Beatles’ Apple Corps, asking Giles Martin, Grammy-winner for his production of The Beatles’ Love soundtrack and acclaimed work on other recent Beatles projects, to supervise.

Giles Martin. Photo courtesy CA Management.

“Criterion was originally a little concerned that I would want to make everything really modern-sounding,” Martin says. “But the approach we took was really much like picking up a book and blowing off the dust, if you like. It’s still the same book. In previous restorations, they just sort of put a general cleansing fluid on the dialogue and then chopped in the stereo mixes of the Beatles songs, and that wasn’t what I wanted to do.”

Adds Becker, “Giles and his team were extremely sensitive to the original film. It’s still A Hard Day’s Night. It just happens to address a contemporary sound system in an intelligent and discrete way. It just wakes up the theater that much more.”

Sam Okell

Tasked with creating both a new stereo mix and a 5.1 surround mix, Martin first sought out as close to raw materials as possible. The multitrack tapes of his father’s original session recordings of The Beatles were readily available at Abbey Road Studios, where Martin and engineer Sam Okell, along with restoration engineer Simon Gibson, crafted the new mixes.

But the original elements for the dialogue track have long since disappeared. The best option, then, was to utilize as clean a composite track (combining dialogue, music and effects) as could be found. “I found a number of composites from different places, but most of them sounded pretty bad,” says Paul Rutan. The best option was one that had been transferred to a Tascam DA-88 tape, likely in the early 90s. “We looked at all the prints that were available, and nothing was better than that transfer,” states Okell. A similar transfer of a ¼-inch discrete music-and-effects reel was also found and supplied to Martin and team.

The approach Martin took for the mix of The Beatles’ music avoided sudden spreads of stereo out of the otherwise-mono soundtrack. “I actually made The Beatles’ music into something closer to a mono mix, mainly because the dialogue is in mono,” he says. “The suspension of disbelief is hard enough as it is — the fact that they’re on a train talking, and then they’re playing ‘I Should Have Known Better’ — and suddenly the voice goes to the left-hand speaker,” as might have happened in a standard stereo Beatles mix of the day.  “You can’t have ‘Okay, here’s a song, now we’re back in the movie.'”

“Lester’s input on the sound was pretty specific,” Becker adds. “The important thing to him was that the music has to emerge from the world of the film.  We’re running-and-gunning and documenting this band on the run. So whether we see the source of the music or not, the music has to feel that it comes from the world of the film and doesn’t just suddenly kick in from all sides.”

Three of the songs heard in the film were taken from The Beatles’ previous album, With the Beatles, which had been recorded on Abbey Road’s “twin-track” recording machines. The rhythm track would typically be recorded onto one track, with the vocals on the other, allowing the engineer to later make a proper balance for a monophonic record release. “That doesn’t leave you a lot of options, as far as panning goes,” Okell explains.  “If there’s too big a distance between the rhythm track and the vocals, there’s something disconnected about it when you’re listening in a movie theater. So it’s just about finding the proper balance.”

By the time The Beatles got to recording the new songs for the film in February 1964, EMI had graduated to four-track recording, though the complexity of the tracking was still fairly primitive. “It was just about their first time using four-track,” Okell notes.  “A lot of those songs actually only use three of the tracks, with the band on one, a lead vocal [on another], and then maybe a lead guitar or doubled vocal.”

Some titles required a bit of “demixing” — utilizing the skills of engineer Simon Gibson, a master at restoration software Cedar Retouch — to separate out one instrument from the single rhythm track, to give Martin additional flexibility in his mix. “For instance, on ‘Can’t Buy Me Love,’ it allowed us to separate the guitars from the drums a little bit,” Martin notes.

For a purely monophonic recording, such as 1963’s “She Loves You,” for which multitrack tapes no longer exist, Martin and Okell decided to leave the track as it was. “We did try some things, trying to pull out different elements,” Okell says.  “But the software isn’t perfect. The artifacts of the processing become too evident, particularly with vocals. You can get away with it on parts of the rhythm tracks, but when it’s an entire song, it just doesn’t work.”

One trick the two did utilize on the music was that of parallel compression — sending the rhythm track through a compressor, and bringing that compressed return back up in the mix alongside the original uncompressed track.  “You can pan the original track out slightly and then bring the compressed track up dead-center,” Okell explains.  “It makes the drums sound really punchy or the bass sound really nice and thick, producing a more solid center image.”

George Harrison. Photo courtesy Janus Films; © Bruce and Martha Karsh

EQ for the music was, again, a middle ground between that of the recordings as released on record and that of the fairly muddy-sounding dialogue.  “I could have made the songs more hi-fi,” says Martin. “But you can’t polish one thing and leave everything else. It’s more important that it sounds like one piece. Your ears fill in the blanks.”

During the performance sequence in the “TV studio” (filmed actually at London’s Scala Theatre, in front of a live audience of screaming extras), the music has always sounded oddly slow — and for a reason. Lester sought to show the experience of the band being captured by television cameras, allowing the film audience to see their images on the on-stage CRT TV monitors.  British video refresh rates being at 25 fps, and film cameras one frame short at 24 fps, Lester adjusted his cameras’ frame rates to 25 to avoid the characteristic black bar “roll” seen when a film camera’s frame rate is less than that of a video monitor’s.

“He shot at 25 fps, but with them miming on set to the music played at the proper speed, when it’s projected back at 24 fps, it sounds slow,” Okell explains. “That’s 4% slower, which makes it a semi-tone lower than on the record. The slower speed is imperceptible to the human eye, but definitely noticeable to the ear.”

Digital adjustment of the frame rate of the image or the pitch of the music was considered, but neither would have resulted in a natural look or sound, Martin explains. “Sam and I tried pitching the music up in Pro Tools, but it just didn’t sound good. It might seem odd, but having the song at the right pitch, but the wrong tempo, is more unnatural than having the song at the wrong pitch and wrong tempo.”  So it remained as is.

George Martin not only produced The Beatles’ songs, but was also responsible for creating incidental score music, mostly instrumental versions of Beatles songs. While he recorded tracks (such as “This Boy”) at Abbey Road for inclusion on the accompanying American United Artists soundtrack album over five days in late March and early April (this, according to Beatles historian Mark Lewisohn), Martin re-recorded those four songs at Cine Tele Sound (CTS) Studios on June 8 – and possibly with different musicians.

“I played on ‘This Boy’ for George at Abbey Road.  I didn’t record at CTS,” recalls legendary session guitarist Vic Flick (famous for his work on the James Bond theme).  Flick’s sessions included drummer Clem Cattini (at that point, fresh from The Tornadoes) and, likely, bassist Alan Weighell, all of whom worked as session players together for Martin through the period.

Mystery Train
Flick and friends do not appear on one cue which has been baffling fans for decades — a brief rock-and-roll clip heard when Ringo flips on a portable radio while riding on a train. “That’s not me,” Flick states. So who is it? Notes Giles Martin, “My instinct says it’s not The Beatles, but more likely the session players my dad would have gotten in for the soundtrack recording.” 

The track is indeed driven by Cattini and likely Weighell, the drummer tells StudioDaily. “That’s definitely me," Cattini says. "The guitars, I think, were ‘Big Jim’ Sullivan and Jimmy Page. They did a lot of the rock stuff together in those days, particularly on these kinds of sessions.”

Bassist Herbie Flowers, who played on many such recordings, though not these, before playing for the likes of David Bowie, Lou Reed and, later, George Harrison, conjectures the 37-second cue may have simply been a library track recorded by Martin (or another producer).

“It wasn’t uncommon in those days when, if a session was booked for three hours, and musicians completed their work early, to be asked then to record bits and pieces for use as library tracks,” Flowers explains.  “George Martin would no doubt have done a lot of that type of recording, where publishers ask composers for 12 short tracks. One might be ‘fear’ or ‘motivation’ or ‘mechanical’  or ‘mad rock and roll,’ like that one.  Film companies would snap these things up, because they didn’t have to pay for the recording or any licensing, other than payment to the publisher.”

The four songs were recorded at CTS onto 35mm full-coat magnetic film, and, not long after, transferred to three-track ½-inch tape and provided to United Artists for mixing the soundtrack, says archivist Ron Furmanek, who discovered the tapes while working on a previous restoration of the film. That tape was provided to Martin and Okell for the current restoration. “That actually had the ‘train music’ cue on it, along with another of a tinkling piano, which you hear when Paul McCartney is fiddling around on one in a hotel room,” Furmanek says. Adds Okell, “It’s funny, we had some other version of that train cue on the effects reel, and it was a different track. So they obviously changed their mind about it at some point.”

With no discrete dialogue track available, the team was forced to utilize dialogue from the composite track mentioned earlier, which is, in some places, muddy at best, mostly due to poor recording of the original production track. “It’s noisy, and it’s overmodulated,” Okell states. “There’s hardly any audio above 2k or 3k.  And when you try and EQ that up, all you really get is hiss and sibilance.”  Martin and Okell did make adjustments wherever a joke or other line might otherwise be missed.  “We went through it with a fine-toothed comb and pushed certain bits of dialogue,” Martin says. “We’d review and go, ‘Wait a second — is that word too quiet?’ And we’d push it up.”

As mentioned, Martin and Okell didn’t have a discrete effects track, but instead a music-and-effects reel — not a problem, though, since effects and music rarely occurred together in the same segments.

Wilfrid Brambell and Ringo Starr. Photo courtesy Janus Films; © Bruce and Martha Karsh

The team’s approach was to fill out the soundtrack with items clearly missing, as well as to create atmosphere for the surround channels. “Our job was really just to augment what was already there,” says Okell. “We’d add sounds for things that you see for which there was no sound present, like footsteps or doors closing, that weren’t in the original Foley tracks. Because in this day and age, we’re used to hearing sounds for those elements being accurately portrayed in a film.  But in 1960s films, you notice that some things are done, and some are not.”

Martin was keen to use only period effects, courtesy of sound designer Alastair Sirkett.  “You don’t want to suddenly have a new, modern effect coming in an old film,” Martin states. “I would say to Al, ‘Listen, can you find me the original train’ or other sound? And he’d find them, either in the original BBC effects library from that time or elsewhere,” including Abbey Road’s own effects library, gathered during the 50s and 60s by engineer Stuart Eltham.

Richard Lester had one request — the addition of the sound of screaming girls during the opening title sequence, when The Beatles are being chased through the streets by a mob of mostly female teenagers. “There wasn’t any screaming in the original, and Lester said that was not his intention. So we added them,” says Okell. Beatle-girl screaming is a somewhat unique sound. “We tried different things, like audience sound from their Hollywood Bowl concerts. We ended up, though, finding some nice clean chunks of screaming, without any music, on the effects track for the TV studio performance scene. That was authentic.”

On occasion, Okell would have to work with Gibson, again applying Cedar or EQ adjustments, to separate dialogue or effects from music, so that the new music mix could be substituted in its place. “Any sections of dialogue over songs or score, we wanted to try and reduce the original music on that dialogue track, so we could then add in our new mix,” the engineer explains.  “It was mostly in transitions, like on the train, for ‘I Should Have Known Better,’ where they’re talking as the music begins to fade up. Again, we could only use Cedar on an instrumental section, which happens there because the song has an intro with no vocal. You want to hear as little of the original mono mix from the composite, and only hear our new mix,” something that required skillful work with the software, done by hand. “If that didn’t work, we would just EQ as much of the original music track out as possible.”

John Lennon. Photo courtesy Janus Films; © Bruce and Martha Karsh

Creating the soundtrack’s final stereo and surround mixes was a multi-stage process. Martin and Okell, using Pro Tools and working in Martin’s dedicated mix room at Abbey Road, would first experiment with mixes, trying out different stereo placement and processing. “Part of that pre-mixing stage involved trying to EQ things from different scenes to make them sound similar, because so much of what was recorded on set, as well as their looping/ADR, was inconsistent,” Okell states. “And with the digital EQ in Pro Tools, it was easy to automate.” Final mixing of the Beatles and George Martin score music also took place in Martin’s room.

Once the pre-mixing was completed, the two went upstairs to create stereo and surround mixes in the Studio 3 control room. “It’s great because it’s a terrific analog mix room. We’d experiment with all of the original gear:  the echo chambers, tape delays, the original Fairchild and Altec compressors — the actual units that were used to record The Beatles in the first place. And then we’d try and better those mixes we’d done in Giles’s room.”

To create the surround material, a set of three Bowers & Wilkins 800 Diamond speakers were set up in neighboring, and legendary, Studio 2, where most of The Beatles recordings were made in the 60s, with tie lines feeding the signal back to the Studio 3 control room. The speakers were placed at one end of the room, where the band would have been originally set up during recording, and microphones were then placed at the other end, collecting sound to be placed in the surround channels. A mono mix of the music was then played out through the three speakers.

“The idea behind it is to imagine that the band was playing in Studio 2, where these songs were recorded, and then re-recording the ambience of that room with multiple microphone arrays,” Okell explains.  “It’s almost as if you’ve got more microphones from the recording session.” Adds Martin, “If you’re going to create a 5.1 mix out of these tracks, you might as well do it in the room they were recorded in.  So you get more of a sense of being in the room with the band.  And it’s much better to do this with analog gear, with microphones and with air, than it is to do it with digital effects.”

Once completed, those stems were then brought to the Twickenham Film Studios dub stage where the film was originally shot and the original mix was created in 1964, working with dubbing mixer Tim Cavagin. “That was really just making tweaks and small adjustments to our mixes from Abbey Road,” Okell states.

The Beatles. Photo courtesy Janus Films; © Bruce and Martha Karsh

The resulting mix, along with Criterion’s spotless and faithful picture restoration, gives fans, both new and old, an opportunity to experience what Beatles fans in 1964 experienced in the onset of Beatlemania. “This film is the way these characters of The Beatles were introduced to the world. It was a major cultural moment, worldwide,” says Peter Becker. “We got to know them in this film. Everybody had seen The Beatles onstage and seen English bobbies holding back the screaming girls in news footage, trying to get into their private world. This film allows us to inhabit the space that all those screaming teenagers wanted to inhabit, that they’re being held back from.  It’s as if we just got in the door.”