Up Against It! is a 1997 album by Todd Rundgren consisting mostly of song demos he wrote and recorded between 1986 and 1989 for the musical theater adaptation of the never-produced screenplay Up Against It. The play was originally written in 1967 by Joe Orton for the Beatles. This album is Rundgren's score to the stage adaptation of playwright Joe Orton's Up Against It, the unfilmed screenplay originally mooted as the third Beatles film (after Hard Day's Night and Help). They declined it, so he reworked it to lessen their presence, successfully sold it to the producer Oscar Lewenstein, and then was violently murdered by boyfriend Kenneth Halliwell in a notorious murder-suicide.