For The Beatles and for director Richard Lester, 1964's "A Hard Day's Night" was a tough act to follow and, as it turned out, an impossible one. Besides having the novelty of seeing John Lennon, Paul McCartney, George Harrison and Ringo Starr on the big screen for the first time, "A Hard Day's Night" captured Beatlemania like it was lightning in a bottle and offered the world a good-natured close-up of The Beatles being themselves. Timeless songs, too, including "Can't Buy Me Love," "And I Love Her" and the title track.

LENDING HELP! A HAND - The Beatles look … and sound … better than ever in a restored DVD version of 'Help!' Too bad it's still weak on plot. CNS Photo courtesy of Bruce A. Karsh.

"Help!," released a year later, mistakenly tried to build a fictitious story line around the Fab Four's distinct personalities - a labored, madcap chase to steal a gaudy jeweled ring off poor Ringo's finger - and saddled the lads whose natural wit and likability had been so disarming in "A Hard Day's Night" with one clunky sight gag after another. The songs are the film's saving grace - "Help!" features "Ticket to Ride," "You've Got to Hide Your Love Away" and the wonderful title tune - but in the main they are not in the league of those on the previous Beatles film soundtrack.

When The Beatles aren't lip-syncing their songs in "Help!" - or pratfalling while the song plays in the background, as with the "Ticket to Ride" snow scene - the film is draggy, and the repeated attempts to abduct Ringo and/or purloin his jewelry (either by Leo McKern and his cult crazies or the hambone team of Victor Spinetti and Roy Kinnear) are as redundant as a Wile E. Coyote cartoon. In short, "Help!" looked like a lot more fun to make than it is to watch.

"Help!" needed help, but it was not a total disaster. (In fact, the movie was commercially successful and immensely popular with fans.) The Beatles look great (especially when in their mod suits), and so do the shooting locations: the greenery of England's Solisbury Plain, the Austrian Alps, the beaches of the Bahamas. Even with a script that plays second fiddle to the sight gags, Ringo, John and even George get in a fair share of engaging one-liners. (Paul mostly just looks cute, which Paul did so well.)

Though it's been available on DVD before, "Help!" returns in a digitally restored version, with a remastered soundtrack and a companion disc of bonus features.

The film itself hasn't weathered the passage of time very well - unlike most of The Beatles' music, it feels too much a product of its era and self-consciously reflective of the psychedelic, anything-goes '60s. "Help!'s" is a one-joke script, and the boyish clowning is more akin to the Monkees' TV show than to the clever banter of "A Hard Day's Night."

But the digital restoration of "Help!," described in exhaustingly technical detail in one of the companion disc's extras, is impressive. The colors pop off the screen now, from the blues of the ocean to the shocking pink leather worn by femme fatale Eleanor Bron; and the contrasts are remarkably vivid, right down to the man-eating tiger that "threatens" a captive Ringo.

"It's like someone had dragged the (original) film through dirt," recalls one of the restoration technicians, "and we got the end product."

INSIDE INFO

Notably absent in this new DVD package's special features is any presence of surviving Beatles Paul McCartney and Ringo Starr. In fact, the only footage of the band members talking about the film dates back to the time of its production and release; it's black-and-white, and unsubstantial.

That leaves non-Beatle cast members and the production crew to reminisce about "Help!"

Director Lester is full of interesting anecdotes (more on those momentarily), and the band's longtime friend and business confidante, Neil Aspinall, shares a few tidbits. But do we really care what the movie's makeup and costume supervisors remember? Or actors Spinetti and Bron (the latter at least still looks mah-velous)?

One featurette recalls a scene that was cut from the film that "starred" British actress Wendy Richard (you may know her from the slapstick sitcom "Are You Being Served?"). Another packages two theatrical trailers for "Help!", and then there's that film-restoration segment, which could have been half as lengthy.

The 30-minute documentary "The Beatles in 'Help!'" is the most rewarding of the second disc's amenities. It's here that Lester explains that the decision was made to build a fictitious story around The Beatles for their second film because the alternative - a movie about their private lives - would have been, in his words, "X-rated." So much for the lovably "naive" Liverpudlians.

Also in that vein, Lester confides that there was "an awful lot of pot-smoking" being done during the shooting of "Help!"

Added Aspinall: "There were red eyes everywhere."

Only the most sheltered Beatles fans will be shocked to hear that.

Viewed in 21st-century terms, the song sequences in "Help!" could stand alone as music videos: "Ticket to Ride" playing while John, Paul, George and Ringo slide down the Austrian slopes; George singing "I Need You" in the middle of the Wiltshire grasslands, with Stonehenge not far in the distance; the band "performing" "Another Girl" on a Bahaman beach, with Paul substituting a bikini-clad model for his electric bass. (It's not as provocative as it sounds.)

Lester has since been dubbed "the father of MTV," points out Aspinall, though the director himself is quick to decline the distinction. Why, we're not sure.

LEST YOU FORGOT ...

There's no single moment in "Help!" that's as memorable as the Beatlemaniacal chase through Paddington Station or the "Can't Buy Me Love" frolic in the park in "A Hard Day's Night." But "Help!" has its share of bizarre bits:

- Paul being shrunk down to miniature size, without his clothes yet.

- The Beatles, armed with brooms, in a heated game of curling.

- A chase through the streets of London to twangy music that spoofs the 007 theme.

- Ringo firing oranges out of a vending machine.

- Daredevil George hanging onto the roof of a moving car. (No, it was a stunt man).

More fab four fare The feature-length films of The Beatles - besides "Help!" - available on DVD: "A HARD DAY'S NIGHT" (1964) - The first, and by far the best, Beatles flick is a rousing, semi-documentary romp in which John, Paul, George and Ringo couldn't be more likable if they were your very own Liverpool lads. The depiction of Beatlemania - screaming girls, screaming girls and more screaming girls - is dead-on, the black-and-white treatment adds to the day-in-the-life cinematic approach, and Wilfrid Brambell (as Paul's crusty ol' grandfather) is hilarious. Songs: Title track, "And I Love Her," "Can't Buy Me Love," "If I Fell," others. Trivia: Pattie Boyd (later Mrs. Harrison and Mrs. Eric Clapton) appeared as a schoolgirl on a train, and it was during this filming that she met future hubby George. "LET IT BE" (1970) - I can't figure out why this film was and is so derided by critics and even many fans. Granted, "Let It Be" is strictly a documentary about making a record and, capturing The Beatles when they were at odds with each other (and each other's significant others) and on the verge of disbanding, is not a showcase of John, Paul, George and Ringo at their cutest, or happiest. But that very tension among the four makes "Let It Be," plodding and claustrophobic though it can be, fascinating to watch. Plus we get to hear the foursome playing live, which it never did after 1966. Songs: "Get Back," "Don't Let Me Down," "Let It Be," "I've Got a Feeling," "The Long and Winding Road," others. Trivia: The film's concluding "concert" was never intended to take place on the Apple Studios roof, but in a real venue. McCartney favored a club. Lennon reportedly suggested Africa(!). "MAGICAL MYSTERY TOUR" (1967, made for television) - If only "Magical Mystery Tour" the 55-minute TV special had been as special as the album of the same name. Nominally directed by all The Beatles, along with TV veteran Bernard Knowles, this psychedelic road movie is a confusing, slapped-together mess; and worse, it's dull. The scene with Ringo's aunt (played by Jessie Robins) gobbling spaghetti will make you swear off pasta for a year. Songs: "I Am the Walrus," "Blue Jay Way," "Strawberry Fields Forever," title song, others. Trivia: The film supposedly had no working script - and it sure shows. "YELLOW SUBMARINE" (1968) - This is a Beatles film, and yet it isn't. On the plus side, you've got some underrated songs and a brief live-action sequence at the conclusion that actually features John, Paul, George and Ringo. On the negative side, actors voice the Fab Four's dialogue in the animated feature, which if regarded as a psychedelic head trip is a blast. Otherwise, it's pointless and overlong. Songs: Five were new - "Hey Bulldog," "It's All Too Much," "Only a Northern Song," "All Together Now," "Yellow Submarine." Trivia: The Blue Meanies were not intended to be metaphors for policemen, but rather for the rich and powerful in the political or business realms. A plethora of other Beatles or Beatles-related DVDs are available, ranging from grainy videos to documentaries to footage of the Fab Four's famous Shea Stadium performance in 1965. There are also dozens of feature films about or inspired by The Beatles, including "I Wanna Hold Your Hand" (1978), "Backbeat" (1994), the clever "The Rutles - All You Need Is Cash" (1978) and the dreadful "Sgt. Pepper's Lonely Hearts Club Band" (1978).