In the bathroom, Mark Benson of Tallmadge sounds more like an opera singer than John Lennon. It is 40 minutes to show time and Benson is unhurried as he begins the transformation from a 40 year old with receding hair into a twentysomething mop-top. On his hotel bed lie the tools of his trade - tight black boots with a cruelly pointed toe, the collarless suite with drainpipe pants, sideburns, and of course, the trademark wig. When Benson finally gets into his suit and puts on his sideburns, the first part of his transformation is complete. But when he puts on the wig, the change is breathtaking. Suddently; Mark Benson, who used to resemble the actor John Malkovich, disappears. In his place is a young, cocky John Lennon. Even Benson's nose suddently appears more straight and aquiline and his lips appear to have that slight, Lennonesque curl. And when he casually shakes his head from side to side, like a dog after a bath, it is easy to forget that John Lennon has been dead for 14 years.

In nearby hotel rooms, similar transformations are taking place. Gary Grimes of Norton is changing from a silver-haired, blue-eyed, 43 year-old into a young, chubby-cheeked Paul McCartney. Greg George, formerly of Akron but now living in San Francisco, is trading in his thick, wavy hair for Ringo Starr's straight long hair. Luckily, George, 42, does not have to worry about his nose. It is every bit as-ahem-prominent as the Big One's, thereby giving him an uncanny resemblance to Ringo

Jimmy Pou, 41, is the only one who doesn't need a wig. A resident of Agora Falls, California, he has the same long, gaunt face that George Harrison did and his hair is stylishly long. All Jimmy needs is some good hair spray to make it sit right. But this is a bad hair day for Pou. Earlier that evening, the four had visited the Michigan Theatre for a sound check. Before they tried out the mikes, Benson, Grimes and Pou sat in a tiny room backstage going over bits and pieces of Beatles tunes.

Tom Work of Cambridge, Ohio, who has played Harrison since 1964 debuted 10 years ago, is leaving the group for personal reasons. That is only the fourth concert that Pou has played with 1964. But his 16 years with Beatlemania - another Beatles impersonation group that plays both the early and latter-day Beatles - have given Pou lots of experience. Still, he needs to go over his harmonies with the other two. Strumming on their guitars the three men's voices sound strong and powerfull even without amplification. As Benson wails out This Boy his voice sounds eerily like Lennon's. By the time of the sound check, Greg George has arrived. Even without his wig it is obvious that he was destined to play Ringo. Benson and Grimes check out the two mikes and the stage crew adjusts the overhead lights and checks the sound. Between songs, they stand around laughing and chatting like musicians every-where. Suddenly, without warning, Grimes bursts in a lusty version of I Saw Her Standing There. He shakes his head in the same McCartneyish gesture that used to set the girls squealing. It is obvious that even without much rehearsing the group is cooking. After all, 1964 has performed this show 1,400 times in 10 years. This may explain the lack of tension while they wait in the hotel lobby for Greg George. Ths other three have finished dressing in their rooms and pace the lobby in their Beatle outfits. With minutes to go before show time, they are waiting to board the van that will take them to the theater. Still, the joking is nonstop. Watching Pou pop chewing gum in his mouth, Benson dead-pains, "You know, after they shoved 50,000 pieces of gum in a rat, he died." "That's OK," Pou replies. "I only eat 49,999 pieces." It is the kind of wordplay that the Beatles would have been proud of. The others are still waiting on George. Someone quips, "Let's open a can of drummers." Beatlesque laughter follows. On the way to the theater, Pou confides that the only time he has ever been nervous on stage is while performing with Beatlemania at the Astoria Theatre in London. the reason was that George Martin, the Beatles' legendary producer, was in the audience. But now it is show time. The sold-out auditorium is filled with 1,700 people waiting for the four men to take them down to Strawberry Fields. Standing in the wings while someone introduces them, the clowing continues. Pou is still rushing around trying to beg, borrow or steal a can of hair spray. He comes up blank. Finally, he spots a can of Lysol backstage. He rushes up to it. "Don't do it, Jimmy," the others plead melodramatically. Impatient with the long introduction, Grimes sings, "C'mon, c'mon, c'mon, c'mon," the chorus to Please Please Me. "The tension mounts," Benson says sinisterly. Then, the stage is bare for a second, the audience roars, the spotlight shines like a sun, and the four men walk jauntily onto the stage. The happy trip down Penny Lane has begun.

In November 1963, American lost her beautiful, young president on a crisp, fall day in Dallas. For the youth of America, it was a personal loss. Then, three months later, four young men arrived from the grimy shores of Liverpool and sang their way into the lives of a broken-hearted nation. They were unlikly saviors. With their long hair, strange accents, and unusualy flasettos, they looked more like store mannequins that like real musicians. But the history books do not lie. About 200 years after the American Revolution, the British invaded America again, armed with three guitars and a drum kit. This time, the Americans lost. Although he was only 11 then, Pou remembers the time between Kennedy's assassination and the coming of the Beatles. "JFK was my hero. Here we have a president who looked 20 years old. It was such a depression when he was shot. The only thing, that got me out of it was the Beatles coming."

What's remarkable about the group 1964 is that each of its members has a genuine love and admiration for the group they immitate. Also, they never seem to forget that the swooning girls, the thunderous applause, and the requests for autographs that greet them at each show, as much reflect the timeless genius of the Beatles, as the musical skills of 1964. "People cheer us on because of the Beatles, not because of us," Pou says. Grimes' blue eyes shine with enthusiasm as he discusses the Beatles' legacy. "They changed the world fashion, and recording techniques. I was caught up in the magic of their music and its positive message. Songs like All You Need is Love, they transcended." His sentiments are echoed by the others. "Their sound was so undeniable," says Benson "None of the other groups had their charm or savvy. The Stones would kind of grunt. There was something about these four guys against the world." All four 1964 members are intelligent, introspective men, with a bent toward the spiritual. All four say the enjoy playing Beatles music because of its postitive, joyfilled message. All of them are musicians in their own right, writing their own songs. They have all played in other, regular bands. But as Benson says "Where else can you get 1,700 people to sing 'I loo-oo-oo-oove you,' along with you?" As musicians in the Akron area, Benson, Grimes, George, and Work were acquainted with each other. In fact, Grimes and Benson both attended Cuyaghoga Falls High School, and later played in the same band, B.O.C.K. George, a Firestone High graduate, also played in several local groups, include the Chessmen and The Turn Keys. George and Work played together in a group called Dogs an' Kids. Benson and Grimes used to come to hear George play at a Cuyahoga Falls club called The Note. Benson, Grimes, and Work were originally members of another Beatles impersonation group called Revolver. The group was started in 1979 by Akronite Bob Cesare. Around 1984, Benson, Grimes and Work left Revolver. They started 1964 with Greg George as their new drummer. Although others may find it bizzare that four grown men make their living imitating four other grown men, the group members say the are like any stage actor playing the role of a historical figure. "When an actor is doing the part of Abe Lincoln, he would say Gee, what would it be like to have been Lincoln", Pou says. He adds that he has studied videos, movies, and interviews featuring the Beatles. When he was with Beatlemania, the cast would sit before a 20-foot-long mirror after they had watched a Beatles video and imitated their mannerisms. Benson says that once he is dressed in the Beatle outfit, an inward transformation automatically takes place. "When you're dressed in that suite and those boots, it's almost foreign to do it any other way." But George admits that the first time he wore a Beatles wig, "it felt as foreign as wearing a planter on my head." Getting the mannerisms down pat was probably the easy part. What was harder was to learn to sound exactly like the Beatles. It was bad enough to learn to imitate Lennon's raw edged, nasal voice, McCartney's smooth, wistful tones, Harrison's thin, raspy voice, and Starr's deep, unmusical pitch. What was even harder was to harmonize those distinctive voices into the unique sound that was the Beatles.

Grimes and George had it even harder, Grimes, who is right-handed, had to learn to play the bass guitar like the left-handed McCartney. And George had to learn to play the drums right-handed, like Starr. "My brain for a long time would say,'You're doing this backward,'" he said.

Although group members admit that they tour the United States continually and have also played in Europe and South America, they are coy about revealing how much they earn. They will only say that the job provides them a decent living. Pou also owns a Cuban bakery outside Los Angeles that he manages when he is not on tour. In January, a fedaral court ruled against the band in a suit brought by Apple Corp., the British firm representing the Beatles' financial interests. The court ruled that 1964 could no longer use the name The Beatles, nor use their likeness in promotional materials. The group used to call itself 1964 As The Beatles; it now promotes its tours as 1964: A Tribute. But Apple is not satisfied with 1964's compliance; the issue was still pending in court at press time. Despite the legal disputes and the hassles of touring, the group loves what it does. Benson recalls with a chuckle that after a show in Santiago, Chile, an elderly man came and planted a kiss on his mouth saying,"You sing with the spirit of John Lennon." "And you kiss with the spirit of a donkey", Benson muttered to himself.