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It was late November, recalls Ringo Starr, when he and his fiancée, actress Barbara Bach, visited Manhattan and last saw John Lennon. "He and Yoko came over to our hotel, and we had a great time saying 'hello' again. His head was together. His album was done, and we worked it all out that come January, we were going into the studio together," Starr continues. "Even though he was always treated in the press as a cynical put-down artist, John had the biggest heart of all of us. He was so up, so happy then—he blew me away, he was so happy."

He pauses. His eyes mist; for half Ringo's 40 years, Lennon had been, variously, colleague, mentor, friend and—in Barbara's words—"a brother."

"Barbara and I are sitting in the Bahamas," says Starr, picking up the story, "and we get these calls. He's been shot. And then...he's dead. Dead!" Unlike the McCartneys or the Harrisons, Ringo and Barbara flew to New York immediately to be with Yoko.

There was a time that Ono's extraordinary bond with Lennon bothered him, Starr concedes: "I didn't like her because she was taking my friend away." More recently, though, the Lennons' inseparability has been reflected in his own life. Indeed, he notes that at the Dakota after the murder, "When Yoko asked just to see me, I told her, 'Look, it was you who started all this. We're both coming in.' Barbara and I do everything together."

He and Bach, 31, had been drawing closer ever since they met a year ago while working on Caveman, a film farce due out this spring. "On April 27 he told me he loved me," Barbara smiles, and by wrap time they had become roommates. Shortly thereafter they had their own firsthand brush with mortality. On a road near London, Ringo swerved to avoid a skidding truck; his Mercedes 350SL took out two light posts before flipping over twice. After they'd both walked away from the wreckage, he says, "We decided we wouldn't spend any time apart. So far the longest break was five days, and that was too long. I want to live every minute with Barbara."

"Ringo the performer and Richard are two different people," observes Bach of the man she always calls either by his given name or Ritchie. "Ringo's going to sail on through all that's happened recently, but Ritchie is moody. He's had a real tough time with it." The Lennon tragedy evokes in him both anger and introspection.

The ire is focused on exploiters of Beatles memorabilia, flourishing since John's death. "It pisses me off that what they're selling is not even old-made crap, it's new-made crap," snarls Ringo. "And the 'Beatlefests,' Beatlemania and that TV thing, Birth of the Beatles, just used us, but we can't stop it." Still, Ringo can be as nostalgic about the quartet as their most devoted fan. "It's very hard to say what made it happen the way it did," he says. "We started out just players, fighting to make something of ourselves—it was the only way out of the factory. No one thought we were musicians until the Sunday Times wrote about us," he laughs. "We didn't even understand what all this 'cadence' stuff was about, and we were the ones on the record! But the kids were onto us. You can't fool kids. And in the end, we played the finest music any band was playing."

Even so, he recalls, "It used to surprise me that the likes of de Gaulle, Khrushchev, the British army and a lot of people in America all got on our case. I always wondered, 'Why aren't you running your country instead of wondering what we're playing?' Then," he continues, "we got married, had children, nice houses and found other things to do. We weren't giving everything to the group anymore, and when we toured we realized that they would've applauded if we'd farted. We were turning into bad players simply because we had no time to really play," he muses, "so we decided to spend more time in the studio, creating." But by late 1969, Ringo says, "we'd all had enough." Despite "all the bullshit in the papers, the breakup was a mutual thing. John never did it. Yoko never did it. Paul never did it. [Paul's wife] Linda never did it." He laughs slyly. "Well, maybe Linda did..."

Starr says that none of the four ever took the subsequent reunion idea seriously. "The only time we called each other was when the offer for $50 million came, and that was to say, 'Can you believe what they're offering?' " he reports. "We would have never done it for the money, not for $100 million."

"How do you refuse the boat people?" interjects Bach, referring to one of the causes proposed to inspire a reunion concert.

"Easy," Starr replies. "Say, 'No.' If we'd done it for one, the rest would've hated us." Still, he sounds mournful when he adds that a comeback performance "wouldn't have saved the world, but we could have given it one good day. Now we will never know if it ever could have been again." With a resigned smile, Ringo begins to croon softly: When all my troubles seemed so far away...

The McCartney lyrics never really applied to Richard Starkey (the name that still graces his California driver's license), from the wrong side of the Liverpool tracks. When he was 6, a ruptured appendix turned into peritonitis, 10 weeks in a coma and a year in the hospital; at 13, a cold became pleurisy, then a lung effusion that kept him in bed for two more years. Starkey was an apprentice pipe fitter when his decorator stepdad, Harry Graves, bought him a $34 set of drums. Two and a half years later, while touring with Rory Storme and the Hurricanes, Ringo found himself in Hamburg's Kaiser-keller—and on the same bill as Lennon, McCartney and Harrison. His stage name came from his penchant for jewelry.

Starr's life and Bach's first crossed on August 23, 1965. A Long Islander and the eldest daughter of then New York cop Howard Goldbach, Barbara was one of 55,000 jamming Shea Stadium, for the Beatles' historic U.S. concert. But she was hardly the most enthusiastic in the frantic throng. "My sister Marjorie was crazy about the Beatles," she grins. "I liked Dylan, Ray Charles and the Rolling Stones." She was "quite a tomboy" as a teen and her high school basketball captain, but Barbara became a star in Eileen Ford's stable of models by 17 under her own new professional name.

On one overseas assignment she met Augusto Gregorini, an Italian businessman 11 years her senior. After they wed she moved to Rome and began acting in spaghetti shockers like The Spider with the Black Stomach, as well as five films opposite Giancarlo Giannini. Though she separated in 1975, and is now divorced, Barbara says, "My marriage was by no means a mistake. I have two wonderful kids—Francesca, 12, and Gianni, 8—and I learned a whole new culture. It just wasn't a lifetime commitment."

Since she returned to the States, her career has risen (in the 1977 Bond film The Spy Who Loved Me) and ebbed (Up the Academy). In fact, she was recovering from a blessing in disguise, losing a Charlie's Angels audition to Shelley Hack, when she signed for Caveman. Marriage was no more on her agenda than on Ringo's.

In 1975 he had divorced Maureen, mother of his sons Zak, now 15, and Jason, 13, and daughter Lee, 10. He later had long-term romances with singer Lynsey de Paul and model Nancy Andrews. And his career was up and down, too. Starr is the first to admit that as the group's designated joker, and as its only noncomposer, he had the hardest time escaping the Beatles' long shadow. "I sat around for a year wondering, 'What am I going to do?' "

In any case, Ringo's solo LPs were eventually successful; his movie appearances, mostly in throwaways like Son of Drac and Sextette, are best forgotten. "People just wanted me to be cute," he complains. "They still think I'm just some rock'n'roll drummer and don't respect me as an actor, but the people I've worked with—like Peter Sellers [in The Magic Christian] and Richard Burton [in Candy]—gave me a far better education than an acting school could."

He and Bach met formally at a Caveman preproduction party last February, but it wasn't until 10 days before filming ended in Mexico, Ringo remembers, "that we said hello for the first time properly. Five days later—it's in me book, it was a Sunday afternoon—I was in love with the woman."

Barbara will become his real-life co-Starr this spring. The exact date is a secret. Meanwhile they're sharing a rented 12-room house in Beverly Hills with her two children. The family-to-be is an extended one; she travels with him to England to visit his brood, and Barbara's parents and siblings now live in L.A. Then, too, when her ex, Gregorini, is in town, he stays chez Starr.

Bach says she and Ringo would like children, "when and if they come." Meanwhile he has been tutoring Francesca and Gianni in drums, which both his sons Zak and Jason already play proficiently; Lee is studying piano. Barbara has been learning not only the skins but how to pick the Ovation guitar he gave her for Christmas. She accompanied him to the Nice sessions for his upcoming album, the title of which—Can't Fight Lightnin'—celebrates their relationship. And though when co-producer McCartney asked if she sang, Ringo joked that "the only thing she sings is F-demented," Barbara took part in the title track—on maracas. To complete the miscasting, Starr played guitar, McCartney drums.

That album, which Lennon planned to contribute to in January, also numbers Harrison, Harry Nilsson, Stephen Stills and Rolling Stone Ron Wood among its co-producers. It's due out about the same time as Caveman. Although he says they'll act together again "only if it's right," she adds that a role for just one of them "is really going to have to be something very good to separate us for any length of time." (She turned down one film because it called for two months on location in Yugoslavia.)

For now, they're left pondering imponderables. "We were at some friends' house the other night and they put on John's Starting Over, and I can't listen to that album," says Barbara. "It brings tears to my eyes. But I believe in something after death." She wraps her arms around Ringo and consoles, "John's probably in a better place than we are, darling."

Ringo stares blankly. Finally, he says softly, "That's what they all say. But I'll tell you one thing. I wish he was in this house right now, rather than one of those other better places."