With the Beatles is a sequel of the highest order — one that betters the original by developing its own tone and adding depth. While it may share several similarities with its predecessor — there is an equal ratio of covers-to-originals, a familiar blend of girl group, Motown, R&B, pop, and rock, and a show tune that interrupts the flow of the album — With the Beatles is a better record that not only rocks harder, it's considerably more sophisticated. They could deliver rock & roll straight ("I Wanna Be Your Man") or twist it around with a little Latin lilt ("Little Child," one of their most underrated early rockers); Lennon and McCartney wrote sweet ballads (the achingly gorgeous "All I've Got to Do") and sprightly pop/rockers ("All My Loving") with equal aplomb; and propulsive rockers ("It Won't Be Long") were as richly melodic as slower songs ("Not a Second Time"). Even George Harrison's first recorded song, "Don't Bother Me," is a standout, with its wonderfully foreboding minor-key melody. Since the Beatles covered so much ground with their originals, their covers pale slightly in comparison, particularly since they rely on familiar hits (only "Devil in Her Heart" qualifies as a forgotten gem). But for every "Roll Over Beethoven," a surprisingly stiff reading of the Chuck Berry standard, there is a sublime moment, such as Lennon's soaring interpretation of "You Really Got a Hold on Me," and the group always turns in thoroughly enjoyable performances. Still, the heart of With the Beatles lies not in the covers, but the originals, where it was clear that, even at this early stage, the Beatles were rapidly maturing and changing, turning into expert craftsmen and musical innovators. — Stephen Thomas Erlewine