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The Rolling Stones No. 2

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The Rolling Stones No. 2
Studio album by
Released15 January 1965 (1965-01-15)
RecordedJune–November 1964
ProducerAndrew Loog Oldham
The Rolling Stones UK chronology
Five by Five
The Rolling Stones No. 2
Got Live If You Want It!
Professional ratings
Review scores
Tom HullB+[3]

The Rolling Stones No. 2 is the second studio album by the English rock band the Rolling Stones, released in 1965 following the success of their 1964 debut album The Rolling Stones. It contains three compositions from the still-developing Mick Jagger/Keith Richards songwriting team, with all the other songs being covers of American R&B and rock and roll numbers, similar to the first album.


On Dutch and German pressings of the album, the title is listed as The Rolling Stones Vol. 2 on the front cover, although the back of the album cover lists the title as The Rolling Stones No. 2.

Using the cover shot for 12 X 5, the second US-released album in October 1964, The Rolling Stones No. 2's track listing would largely be emulated on the upcoming US release of The Rolling Stones, Now!. While Eric Easton was co-credited as producer alongside Andrew Loog Oldham on the band's debut album, Oldham takes full production duties for this album, which was recorded sporadically in the UK and US during 1964.

A huge hit in the UK upon release, The Rolling Stones No. 2 spent 10 weeks at No. 1 in early 1965, becoming one of the year's biggest sellers in the UK. According to Bill Wyman in his book Stone Alone: The Story of a Rock 'n' Roll Band, John Lennon said of The Rolling Stones No. 2: "The album's great, but I don't like five-minute numbers."

The Muddy Waters cover "I Can't Be Satisfied" was not included on any of the band's original American albums, and was not officially released in the US until 1972 on the compilation More Hot Rocks (Big Hits & Fazed Cookies).

Due to ABKCO's preference for the American albums, they overlooked both The Rolling Stones and The Rolling Stones No. 2 for CD release in 1986 and during its remastering series in 2002. Consequently, this album was out of print for many years and was thus widely bootlegged by collectors. It was again made available to the public as part of a limited edition vinyl box set, titled The Rolling Stones 1964–1969, in November 2010 and (by itself) digitally at the same time. The original title was also reinstated as part of The Rolling Stones in Mono box set, released on 30 September 2016.

Track listing[edit]

All tracks are written by Mick Jagger and Keith Richards, except where noted

Side one
1."Everybody Needs Somebody to Love"5:03
2."Down Home Girl"4:11
3."You Can't Catch Me"Chuck Berry3:38
4."Time Is on My Side" ("guitar intro" version[4])Norman Meade2:58
5."What a Shame" 3:03
6."Grown Up Wrong[5]" 1:50
Total length:18:43
Side two
1."Down the Road Apiece"Don Raye2:55
2."Under the Boardwalk[5]"2:48
3."I Can't Be Satisfied"Muddy Waters3:26
4."Pain in My Heart"Allen Toussaint[6]2:11
5."Off the Hook" 2:38
6."Susie Q[5]"
Total length:15:49


Track numbers noted in parentheses below are based on the CD track numbering.

The Rolling Stones

  • Mick Jagger – lead vocals (all tracks), harmonica (2, 5, 6), tambourine (1, 4)
  • Keith Richards – electric guitar (all tracks), backing vocals (1, 4, 6, 8, 11), acoustic guitar (8)
  • Brian Jones – electric guitar (except 8), percussion (8)
  • Bill Wyman – bass guitar (all tracks), backing vocals (4)
  • Charlie Watts – drums (all tracks)

Additional personnel

Recording studios[edit]

  • Chess Studios, Chicago: 10–11 June & 8 November 1964
  • Regent Sound Studios, London: 2, 28–29 September 1964
  • RCA Studios, Hollywood: 2 November 1964


Chart (1965) Peak
Finland (The Official Finnish Charts)[7] 2
German Albums (Offizielle Top 100)[8] 1
UK Albums (OCC)[9] 1


  1. ^ "The Top 30 British Blues Rock Albums Of All Time". Classic Rock. Future plc. 23 March 2007. Archived from the original on 2 September 2018. Retrieved 1 September 2018.
  2. ^ Eder, Bruce. "The Rolling Stones No. 2 – The Rolling Stones". AllMusic. Archived from the original on 3 May 2021. Retrieved 4 May 2021.
  3. ^ Hull, Tom (n.d.). "Grade List: The Rolling Stones". tomhull.com. Archived from the original on 6 June 2020. Retrieved 11 February 2020.
  4. ^ Not the "organ intro" version from 12 X 5
  5. ^ a b c Originally released on 12 X 5 (US, 17 October 1964)
  6. ^ The original Decca LP label lists the writers as "Redding, Walden" as does the 1963 Volt Records single by Otis Redding.
  7. ^ Pennanen, Timo (2006). Sisältää hitin – levyt ja esittäjät Suomen musiikkilistoilla vuodesta 1972 (in Finnish) (1st ed.). Helsinki: Kustannusosakeyhtiö Otava. ISBN 978-951-1-21053-5.
  8. ^ "Offiziellecharts.de – The Rolling Stones – The Rolling Stones Vo. 2" (in German). GfK Entertainment Charts. Retrieved 22 December 2022.
  9. ^ "The Rolling Stones | Artist | Official Charts". UK Albums Chart. Retrieved 22 December 2022.

External links[edit]