"Beware of Darkness" is a song by English rock musician George Harrison from his 1970 triple album All Things Must Pass. It is the opening track on the second disc of the album. The lyrics warn against allowing illusion to get in the way of one's true purpose in life, an admonition that, like the content of "My Sweet Lord", reflects the influence of Harrison's association with the Radha Krishna Temple. Several critics recognise the song as one of the best tracks on All Things Must Pass.

Harrison performed "Beware of Darkness" with Leon Russell at the Concert for Bangladesh in 1971. Eric Clapton performed it in tribute to Harrison at the Concert for George in 2002. The song has also been recorded by Leon Russell, Marianne Faithfull, Spock's Beard, Concrete Blonde, Matthew Sweet and Susanna Hoffs, and Sheryl Crow.

Background and inspiration "Beware of Darkness" was one of the more recent songs included on All Things Must Pass, George Harrison's first post-Beatles solo album, and his first to consist of songs. When playing it to Phil Spector, his co-producer, in May 1970, he introduced it as "the last one I wrote, the other day".

The song's lyrics reflect the influence of the Radha Krishna Temple, whose philosophy holds that spiritual concerns override all material things. Since meeting the Radha Krishna devotees in December 1968, Harrison had produced their devotional music for Apple Records, including the 1969 single "Hare Krishna Mantra", and assisted in securing a property in central London as their temple. He told the devotees that his 1969 Beatles composition "Something" was a love song to the Hindu deity Krishna rather than to his wife, Pattie Boyd.

In spring 1970, Harrison invited some of the movement's members to stay at Friar Park, his recently purchased estate in Oxfordshire, to help him restore the large house and overgrown gardens, and to give his new home an intensely spiritual atmosphere. In his 1980 autobiography, I, Me, Mine, Harrison says he wrote "Beware of Darkness" at this time. He adds: "I had some of my friends from the Radha Krishna Temple staying: 'Watch out for Māya' ... The lyrics are self-explanatory.

According to American keyboardist Bobby Whitlock, the song was partly informed by Harrison's difficulties with his former Beatles bandmates and their business manager, Allen Klein, in the period immediately after the band's break-up. Whitlock, who also stayed at Friar Park, cites this as one of several preoccupations that made up "a day in the life of George Harrison", along with the stresses of restoring the property with Boyd, dealing with Spector's idiosyncrasies, and indulging the Hare Krishna devotees. In music journalist John Harris's view, "Beware of Darkness" offers "a glimpse of the toll the [Beatles'] break-up had taken on George's emotions".Harris, John (27 November 2016). "How George Harrison Made the Greatest Beatles Solo Album of Them All". Classic Rock/loudersound.com. Retrieved 8 December 2020.

Lyrics and music

"Beware of Darkness" is a ballad containing dense imagery. The song marks a return to the spiritual concerns of Harrison's songs with the Beatles such as "Within You Without You". In addition to espousing spiritual concerns over material things, the lyrics warn the listener against various influences that may corrupt them. Among the potential corrupting influences are con men ("soft shoe shufflers"), politicians ("greedy leaders") and pop idols of little substance ("falling swingers"). In addition, the lyrics warn against negative thoughts ("thoughts that linger"), since these corrupting influences and negative thoughts can lead to maya, or illusion, which distracts people from the true purpose of life.

The middle eight delivers the message that surrendering to sad thoughts "can hurt you" and "is not what you are here for". In the final verse, Harrison states that an individual's purpose is not to follow political manipulation, but to grow unfettered in daylight, in the manner of "weeping Atlas cedars".

Author Simon Leng describes the melody of "Beware of Darkness" as "complex and highly original". The melody of the verses incorporates a pedal point on the key of G major and moves to G sharp minor, a progression Leng claims "should not work in harmonic terms", using as an analogy a count of "one, two, six", but comments that somehow the melody manages to work. Musicologist Wilfrid Mellers explains the effectiveness of this key shift as dramatising the "beware" in the lyrics. Similarly, Mellers states that harmonic movement from the key of C sharp minor to D major to C major "creates the 'aimless' wandering of 'each unconscious sufferer'" described in the lyrics. The nearly chromatic melody of the verses contrasts with a more standard rock melody in the middle eight.

Recording Harrison recorded the basic track for "Beware of Darkness" between May and August 1970. The sessions for All Things Must Pass typically featured a large cast of musicians, in keeping with Spector's Wall of Sound approach, although the participants' varied recollections have made precise identification of each song's contributors open to conjecture. According to Leng and Beatles historian Bruce Spizer, the only musicians on the completed recording are Harrison, Eric Clapton and Dave Mason on guitars, Whitlock on piano, Gary Wright on organ, Carl Radle on bass guitar and Ringo Starr on drums. In addition, they credit the vibraphone part to either Alan White or John Barham. According to Whitlock, Harrison and Clapton both played electric guitar; an acoustic guitar part is also present on the recording.

Spector wrote to Harrison in mid August with comments on the latter's initial mixes of the album's songs. Rhythm parts were played on acoustic guitar by members of the group Badfinger throughout the sessions.

Whitlock recalled that the main session for the song was the first time he played piano on a studio recording. He said that Harrison asked him to give the part a gospel feeling, which Whitlock achieved by drawing on his upbringing in a churchgoing family in the American South. Whitlock also recalled that, due to his lack of experience on the instrument, he played the piano keys too hard and broke one of the thick-gauge bass strings; however, he believed that the replacement string gave the piano a new resonance that benefited the recording.

Barham's orchestral arrangements were recorded during the next phase of the album's production, along with further contributions from Harrison, such as lead vocals, slide guitar parts and multi-tracked backing vocals. As with tracks such as "Isn't It a Pity" and "All Things Must Pass", Barham and Harrison collaborated on the string arrangement; Barham stayed at Friar Park and created the score from melodies that Harrison sang or played to him on piano or guitar. In his description of the released recording, author Elliot Huntley says that the track's musical tension escalates to "breaking point" with Harrison's mid-song slide guitar solo. Musicologist Thomas MacFarlane writes that, true to the song's lyrics, "the sounds of the track seem to emerge out of darkness/space." In this way, he continues, "Beware of Darkness" conveys the idea of "perpetual distortion itself as an inevitable aspect of the human experience".

Release and reception Apple Records released All Things Must Pass on 27 November 1970. "Beware of Darkness" was sequenced as the opening track on side three of the triple LP, followed by "Apple Scruffs", Harrison's tribute to the diehard Beatles fans he termed the Apple scruffs. Apple included a poster with the album, showing Harrison in a darkened corridor of Friar Park, standing in front of an iron-framed window. Tom Wilkes had designed a more adventurous poster but Harrison was uncomfortable with the imagery. Part of this original poster was a painting of a bathing scene featuring naked women (one of whom was blonde, representing Boyd) and a "mischievous" Krishna, who had hidden the bathers' clothing in the branches of a nearby tree.

Spizer writes of the message conveyed in the approved poster design: "[Harrison] is wearing a dark hat and is barely visible except for his face due to the darkness that dominates the photo. It is a powerful image of a serious man." Don Heckman of The New York Times said the poster depicted a "brooding Harrison" and predicted that the album would be "one of the major hits of this – and next – year".

In his contemporary review of All Things Must Pass, Ben Gerson of Rolling Stone wrote that "Beware of Darkness" was possibly the album's best song, commenting on its "enigmatic" music and the combination of "warning" and "affirmation" in its lyrics. Recalling the impact of All Things Must Pass in his 1977 book The Beatles Forever, Nicholas Schaffner said that whereas "[John] Lennon's studio was his soap-box" on the concurrently issued John Lennon/Plastic Ono Band, "Harrison's was his pulpit" through his album's focus on Hindu-aligned concepts such as maya, reincarnation, karma, chanting and transcendence. Schaffner paired "Beware of Darkness" with "All Things Must Pass" as "the two most eloquent songs on the album, musically as well as lyrically" with "mysterious, seductive melodies, over which faded strings ... hover like Blue Jay Way fog". In a rare early-1970s interview, Harrison told Mike Hennessey that "Beware of Darkness" was his favourite out of all his compositions, adding, "I like the tune, I like the idea and I like the chord changes ..."

Retrospective assessments and legacy Writing for Goldmine magazine shortly after Harrison's death in November 2001, Dave Thompson said that "Beware of Darkness" and "Art of Dying" "rate among the finest compositions of Harrison's entire career". In his entry for All Things Must Pass in the book 1,000 Recordings to Hear Before You Die, Tom Moon names it as the first of the three "key tracks". He writes that almost every song "offers a different type of ecstasy" and in the case of "the meditative 'Beware of Darkness'", by "follow[ing] a halting, patient path toward illumination". In The Cambridge Companion to the Beatles, Michael Frontani describes it as Harrison's "supreme warning about maya", adding that his and Barham's attention to the orchestral arrangement on this and other songs was arguably more significant for the sound of All Things Must Pass than Spector's Wall of Sound aesthetic. Further to Harrison's standing as the most spiritually focused Beatle, Frontani continues, the message of the line "Beware of maya" "anchored his artistic and personal life for the next three decades".

AllMusic critic Richie Unterberger similarly views "Beware of Darkness" as one of the highlights of All Things Must Pass, while authors Chip Madinger and Mark Easter call it a "stunning composition" that demonstrates the considerable growth in Harrison's songwriting since 1965. Nick DeRiso of the music website Something Else! describes it as "Harrison's best album's very best song – one where he perfectly matches a lyrical meditation on overcoming life's harder moments … with the sound, mysticism and fury of one of the early 1970s' greatest amalgamations of sidemen". Writing for Mojo in 2011, John Harris deemed it and "Isn't It a Pity" "simply jaw-dropping" ballads.

In his appreciation of Harrison for PopMatters, Christopher Guerin, the former president of the Fort Wayne Philharmonic Orchestra, admires the "beautiful melodic structures" and heartfelt spirituality of songs such as "Beware of Darkness", adding that Harrison sings the lyrics "not as a preacher, but as an older brother". GQs George Chesterton also rates the song "among Harrison's best", writing: