As much as America embraced the Beatles, the Beatles also embraced America. More specifically, it was the music emerging from the renowned Hitsville U.S.A., the headquarters for Motown from 1959 to 1968.

“We were kind of the first people to open international eyes, in a way, to Motown,” Paul McCartney said to Rolling Stone in 1986. “Whenever we came to the States they’d say, ‘Who’s your favorite artists?’ And we’d say, ‘Well, they’re mainly Black, and American – Motown, man. It’s all there, you’ve got it all.’

The Beatles were not the only British band to absorb these sounds, but they were among the most innovative in how they displayed that influence in their own songs.

‘Motown-Flavored’

McCartney had Motown specifically in mind when he wrote “You Won’t See Me,” the third track on 1965’s Rubber Soul, which was recorded in just two takes.

“This was written around two little notes,” he explained for Paul McCartney: Many Years From Now, “a very slim phrase, a two-note progression that I had very high on the first two strings of the guitar: the E and the B strings. I had it high up on the high E position, and I just let the note on the B string descend a semitone at a time, and kept the top note the same, and against that I was playing a descending chromatic scale.”

“To me it was very Motown-flavored,” he continued. “It’s got a James Jamerson feel. He was the Motown bass player, he was fabulous, the guy who did all those great melodic bass lines. It was him, me and Brian Wilson who were doing melodic bass lines at that time, all from completely different angles: L.A., Detroit and London, all picking up on what each other did.”

Listen to the Beatles' 'You Won't See Me'

Lyrically, McCartney’s inspiration was decidedly more stressful. He had been dating the immensely famous Jane Asher since 1963, a child star turned even more successful actress. Their relationship at that time was strained under the pressure of both people’s intense careers, something that the British press exacerbated. (The couple eventually broke up in 1968.)

“I became very wary of the press early on,” Asher recalled in a 2024 interview with The Guardian, “and I decided to keep my private life as private as I possibly could, which was hard because my life was so publicized at that time. I probably became too wary and reluctant to talk about anything. Back then, journalists seemed to write anything, regardless of whether it was true or not.”

READ MORE: Top 10 Underrated Paul McCartney Songs

There was one other non-Beatle who played a role in creating “You Won’t See Me.” It was Mal Evans, the band’s longtime road manager and personal assistant who somehow always got roped into lending his hands — he plays the single A note on the Hammond organ that can be heard in the later portion of the song.

Just a few weeks after Rubber Soul was released on Dec. 3, 1965, the Beatles attempted to further their Motown connection. Producer George Martin reportedly called from London to ask if Motown’s team of writer-producers Brian Holland, Lamont Dozier and Eddie Holland would be interested in writing two songs for the Beatles to record.

Evidently, nothing came of that call.

“We were supposed to do an album along the lines of The Beatles Meet Holland-Dozier-Holland, but Berry Gordy [founder of Motown Records] refused to do it,” McCartney later said in 1986. “We were going to write each other songs and perform them but we couldn’t put it together because we were primarily known as writers and I don’t think Berry wanted to disturb that.”