What’s Happening! Beatlemania, The Maysles, and the Importance of Direct Cinema

The Beatles

Today marks the 50th anniversary of The Beatles’ historic appearance on The Ed Sullivan Show. This watershed moment in American popular culture is being celebrated worldwide, and the Black Maria is delighted to be in on the festivities with a week-long retrospective of The Beatles’ influence on celluloid.


“There is more vitality and art in the Maysles brothers’ film on the Beatles in America, What’s Happening, than in all American story films made this year.” – Susan Sontag, 1964

On a bitter February morning in 1964, an ambitious young filmmaker received a phone call that would forever change his life—and forever leave an imprint on pop culture history. Albert Maysles answered the phone from his New York apartment, his brother and fellow filmmaker David within earshot. The voice on the other end of the line, a transatlantic phone call from the UK, informed them that a music group called The Beatles were due to land at Idlewild Airport in two hours’ time.

“Would you like to make a film of it,” asked the voice.

38-year-old Albert, who was a whole generation older than The Beatles and much more interested in classical music than mainstream pop, placed his hand over the receiver and called over his shoulder to his brother. “Who are the Beatles,” he asked quickly, “are they any good?”

Yeah,” came David’s immediate, enthusiastic response, “they’re great!”

That was good enough for Albert. In 1964, the two fledgling filmmakers had just one film to their credit, Showman, an account of producer Joseph Levine’s wheeling and dealing through the release of his Sophia Loren starrer Two Women. It brought the camera smack into the center of days, weeks, and months in the life of a savvy Hollywood producer. The film did something that hadn’t been done in documentary film before in that it grounded “celebrity” and approached it objectively and without agenda, its nonlinear style coming from the Direct Cinema school of flmmaking, and it is certainly what led to Granada Films searching out and ringing up the still unknown brothers Maysles that historic February morning.

Albert and David jumped at the opportunity, nailed down the details right there and then over the phone (something that would later hurt them severely when they found they had no control whatsoever over the finished product’s distribution and usage) and were soon rushing off to the airport, equipped with nothing more than their own cutting-edge handheld cameras and mobile recording devices, just as the Beatles’ Pan Am jet touched down to the overwhelming ecstasy of 3,000 delirious teenagers. It was the cathartic moment that America needed, just seven weeks after it buried its slain president: the time was right for America to learn how to have a good time again, and the Maysles would be the ones to document it.

The Beatles relax and enjoy their unexpected but resounding triumph over the American public.
The pandemonium outside the Plaza Hotel, New York, February 7, 1964.
The pandemonium outside the Plaza Hotel, New York, February 7, 1964.

For the next five days, the Maysles Brothers would enjoy unprecedented access to one of the most momentous occasions in 20th century popular culture: the birth of Beatlemania in the United States. They followed the Beatles from New York to Washington to Miami, documenting the mayhem from the eye of the hurricane. The result was titled What’s Happening! (which has undergone at least 5 changes over the decades, most commonly known by the decidedly uninspired title of the 1994 re-cut “The Beatles First U.S. Visit”) and it would build on the foundation laid down in Showman with a revolutionary, non-linear, objective approach to documentary style. Intimate, raw, without structured narrative of any kind, the Maysles “First US Visit” is a prototype of the socially-conscious documentary film style that the Maysles would, within the next decade, come to define. This film makes possible the Maysles’ seminal, vitally important films Salesman, Gimme Shelter, and Grey Gardens, all of which helped set the standard of contemporary documentary filmmaking.

As author Jonathan B. Vogels wrote in his excellent appraisal of the impact of the Maysles work, “In every Maysles film, the tension between spontaneity and edited continuity makes the finished products different from virtually every other nonfiction film. [The films] attempt to do the same thing: present a complicated world and depics the people within it as doing their best to make it through.”

This is certainly the case with What’s Happening! Our visual experience of that day and the weeks that followed are through the lenses of Albert Maysles’ 35mm handheld camera, preserving the days and hours that forever changed popular culture forever, purely by focusing on the Beatles themselves as they try to simply make sense of … well … what’s happening. We can hear the screaming fans on the New York streets below as the Beatles, unabashedly awestruck at being in the biggest city in the world, get a kick out of American radio and television. (Paul in particular gets a kick out of taking the mick out of the American accent.) They are at their happiest when speaking to radio disc jokeys, getting to introduce tracks that they love—mostly Motown—and of course their own hits. Or when they are finally allowed out of the hotel, not for a press conference or a photo shoot (although there is genuine delight in their now famous photo op in Central Park) but when they get to behave like the fun-loving kids they still are. (The oldest of the lot, Ringo, is only 23.)

Maysles best work here is when the light is very low, but just light enough to be exposed: at the boys’ outing at the Peppermint Lounge nightclub, the film is dark and grainy, often his subjects framed in black silhouette, David’s sound capturing their out-of-breath voices and the tinkling of glasses as they boys party on the town.

The Beatles party at The Peppermint Lounge after the Ed Sullivan Show appearance, February 9, 1964.
The Beatles party at The Peppermint Lounge after the Ed Sullivan Show appearance, February 9, 1964.

Says Albert: “Fortunately my brother and I had already perfected the kind of instruments that we needed. A camera I could hold on my shoulder and would be very quiet, and a tape recorder that was so technically advanced that we could shoot without being connected with each other. It was totally mobile. The equipment we had would not be obtrusive to getting behind the scenes and close to people.”

This intimate access, and mutual trust between the Beatles and the Maysles, gives the film a kinetic, raw energy that is palpable; separated by 5o years though we are, the frames of the documentary are as vigorous and thrilling so that even after repeated viewings, it feels as though it’s all just happened.

Even the Maysles, however, were not granted access to film the Beatles as they performed on the Ed Sullivan show, despite Paul’s attempts to bargain with the stage manager: union rules prohibited any outside cameras on stage. But this turned out to be a blessing. Instead, the Maysles headed to a nearby tenement building, knowing that there would be at least some young teenagers in the building watching the Ed Sullivan show on TV. One family with two teenage daughters allowed them into their home, and the Maysles were therefore able to capture that collective moment on film. The Baby Boomers who remember that night remember it as Maysles filmed it: noses close to the TV screen, taking part in history—although no one, especially not the Beatles themselves—could have any idea just how momentous that night was to become.

This air of blissful ignorance is, in fact, what makes What Happened! work so well—in some ways even moreso than Richard Lester’s sublime A Hard Day’s Night. The Maysles’ refreshing lack of agenda and spontaneity allows the boys to simply be themselves—unscripted, unpolished, and completely organic. The curious thing about this film is the fact that most people, even Beatles fans, have never seen it. They have either seen the 1994 re-cut which relegates the Maysles intrepid filmmaking to a supporting character, relying heavily on the Beatles actually performances during that first visit, or they have seen the marvelous A Hard Day’s Night which is the polished, marketable version of the Maysles’ film. Screenings of What’s Happening, that original Maysles cut, is extremely rare.  Perhaps it’s because What Happened is not so interested in The Beatles’ music or performance which probably doesn’t sit too well with Apple brass. But What Happened is Albert Maysles favorite cut of the film and he’s right: this is the film that understands the real story here: a whirlwind love affair between a wounded, repressed country and rock group. It is the definitive, living, breathing, pulsating account of The Beatles as they were, and more importantly, America as we were at that specific moment in time when we had forgotten how to have fun and desperately needed someone to show us the way back.

“What’s Happening!” is unavailable in its original, uncut format on DVD, but the 1994 re-cut “The Beatles’ First Visit to the U.S.” is available on multiple DVD releases. We recommend the 2004 release from Capitol.


  1. Fascinating! I didn’t know that there was so much history behind this documentary. I like the comparisons made to A Hard Day’s Night. I have the 2004 release version on DVD and am eager to find a way to get to the uncut one!

  2. My sister and I were filmed by David and Albert Maysles the night the Beatles perfomed for the time on the Ed Sullivan show. They filmed us in our apartment and we were celebrated by Albert at the Plaza Hotel in Feb. 2004 when he released the DVD about the Beatles. We come out in the film. We appear in LIVE IN THE LIVING ROOM.
    Awesome!!! May they R.I.P.

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