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.

[5][6] 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 A 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.

It was published in book form a couple of times, however, and in the 1980s Joseph Papp decided to give the script a new lease on life as a piece of musical theater - hence this score.

In 2016 Todd performed the opera in Groningen, with Mathilde Santing, Wouter Penris and the NNO orchestra (conductor Hans Leenders).