- John Lennon – vocal, acoustic guitars
- Paul McCartney – backing vocal, bass
- George Harrison – backing vocal, lead acoustic guitar
- Ringo Starr – drums
Girl was a John Lennon conception in a folk-rock style, which Paul helped to complete for Rubber Soul. The lyrics refer to a girl who, though a desirable lover, creates worries for the singer, who thinks she may not treat him well. The song is essentially a ballad, performed mainly with acoustic instruments. The song is in E-flat major, but fades in and out of C-minor, reflecting musically the equivocal sentiment expressed in the lyrics. Structurally, it is complex, with both a bridge and a refrain, and also an instrumental solo (near the end). George joins Paul and John in the refreain with a repeated syllable ("tit") sung scat, in a playful, percussive style. The chorus also features some deep breathing, which some fans believe to be a reference either to passion or to weed.
November 11, 1965 in two takes.