The Making Of All Things Must Pass

George Harrison






RPM-103 / 104 /105



This title was originally released by Midnight Beat.

The original Midnight Beat version comes in a box, with a booklet and an insert card that has the set's serial number (reproduced below).  The Repro-Man version came packaged in a thick jewel case (similar to the way the White Album is packaged).   The Repro-Man version also had three bonus tracks by Ringo Starr.  These bonus tracks were also released by Midnight Beat, but as an apple-shaped CD single ("It Don't Come Easy"  - MB CDM 001).

Special Features

Comes with a folded 4-page "booklet" inside a double jewel case.

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Front Cover

Back Cover

Disc Variations:

Gold CDR (w/logo)


"Silver" CDR

Folded Insert:

The jewel case insert has the following information:

- "George reflections on his All Things Must Pass songs" (reproduced below)


RPM-103 - 11 Tracks - Total Time: 54:13

1. What Is Life - backing track   (5:11)
2. What Is Life - guitar/piano overdub   (5:10)
3. Beware Of Darkness - early run through   (3:55)
4. Beware Of Darkness - guitar overdub    (3:59)
5. Beware Of Darkness - 2nd guitar overdub   (3:58)
6. Let It Down - backing track   (6:43)
7. Let It Down - vocal overdub   (6:43)
8. Let It Down - piano & organ overdub   (6:50)
9. Apple Scruffs - take 1   (3:20)
10. Apple Scruffs - take 2   (2:55)
11. Apple Scruffs - take 3   (5:23)


RPM-104 - 11 Tracks - Total Time: 53:29

1. Hear Me Lord - early take with guide vocals    (7:34)
2. Awaiting On You All - early take - backing track   (2:58)
3. Awaiting On You All - overdub session   (2:53)
4. Run Of The Mill - early take with guide vocals   (3:01)
5. Run Of The Mill - vocal, piano & organ overdub   (3:01)
6. Art Of Dying - backing track   (3:53)
7. Art Of Dying - backing track with overdubs   (3:50)
8. Apple Scruffs - several takes of the rhythm track   (7:12)
9. Apple Scruffs - more attempts   (9:12)
10. Momma You Been On My Mind - acoustic version    (4:04)
11. Apple Scruffs - two more attempts   (5:45)


RPM-105 - 15 Tracks - Total Time: 61:45

1. What Is Life - trumpet overdub   (5:12)
2. Beware Of Darkness - string overdub   (4:00)
3. Hear Me Lord - piano & organ overdub   (7:38)
4. Let It Down - take 8 - guitar overdub   (6:57)
5. Awaiting On You All- trumpet overdub   (2:59)
6. Run Of The Mill - trumpet overdub   (3:02)
7. Art Of Dying - take 26   (3:55)
8. You  - early take   (4:48)
9. Apple Scruffs - another try   (5:34)
10. Apple Scruffs - chorus overdub   (2:35)
11. Apple Scruffs - guitar overdub   (2:35)
12. Apple Scruffs - 2nd chorus overdub   (2:35)
Bonus Tracks (RPM-105 only!)  (Midnight Beat released this separately!):
13. It Don't Come Easy - alternate 1   (3:29)
14. It Don't Come Easy - alternate 2   (3:29)
15. Goodnight Vienna - alternate   (2:47)


Liner Notes:

Everybody is worried about dying but the cause of death (which most can't figure out unless they are diseased) is birth, so if you don't want to die you don't get born!   So, the 'art of dying' is when somebody can consciously leave the body at death, as opposed to falling down dying without knowing what's going on.  The Yogi who does that (Maha-samadhi) doesn't have to reincarnate again.


This song was written for Billy Preston in 1969.  I wrote it very quickly, fifteen minutes or half an hour maybe, on my way to Olympic Studios, London, when I was producing one of his albums. Because of the situation at the session it seemed too difficult to go in there and say 'Hey I wrote this catchy pop song' while Billy was playing his funky stuff.  I did it my self later on All Things Must Pass.


was written for Phil Specter's wife Ronnie.  I wrote it and laid the track down with Leon Russell.  I tried to write a Ronette sort of song.  We never got to make the whole album because we only did four or five tracks before Phil fell over, and then he decided to release Try Some Buy Some as a single.
I forgot about it and years later dug the tape out and re-worked it, overdubbed it and did it myself even though it was recorded it Ronnie's register - a bit high for me.


was written at home in England during a period when I had some of my friends from the Radha Krishna temple staying: 'Watch out for Maya'.*
I like the melody-it's sort of strange.  The lyrics are self-explanatory.


is about Japa Yoga meditation which is repetion on beads (mala) of mantras. A mantra is mystical energy encased in a sound structure, and each mantra contains within its vibrations, a certain power.

They are constructed from the first fifty letters of the Sanskirit alphabet (Devanagari-language of the Gods) and they turn the mind toward concentration on the supreme releasing spiritual energy in the Chakras* of the Body.

Most mantras for Japa utilise the many names of God, and the maha-mantra has been prescribed as the easiest and surest way for attaining God-Realisation in this present age. (It can also rebuild the atoms in the body and make your life sublime!)



I like the words to Run Of The Mill. It was the first song I ever wrote that looked like a poem on paper, whereas most of them don't seem much until you put the lyric with the tune.  It's like the North of England thing-you know, 'Trouble at t'mill': it was when Apple was getting crazy - Ringo wanted it blue, John wanted it white, Paul wanted it green and I wanted it orange.  Paul was falling out with us all and going around Apple offices saying 'You're no good' - everybody was just incompetent (the Spanish Inquisition sketch). It was that period - the problem of partnerships...







Midnight Beat

MB CD 110/11/12



Midnight Beat MB CDM 001 1997 CD single

Special Features of the Midnight Beat version

Comes with a 16 page booklet, a numbered insert,  and a 1" thick heavy duty box.

Box front

Booklet Insert front Insert back

Box back

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Disc 1

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Front Cover

Back Cover

MB CD 110 - 11 Tracks - Total Time: 54:13

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Disc 2

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Front Cover

Back Cover

MB CD 111 - 11 Tracks - Total Time: 53:29

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Disc 3

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Front Cover


Back Cover

MB CD 112 - 12 Tracks - Total Time: 51:56

MB CDM 001 - 3 Tracks - Total Time: 9:47

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It Don't Come Easy (MB CDM 001)


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