Nine months after the Rolling Stones' self-titled debut album made them stars in their native England and fired up a buzz around the rest of the globe, they released their second LP. And they were shrewd enough to not tamper with a winning formula. From its title to its mood to its songs, The Rolling Stones No. 2 is every bit a sequel.

With their first album, the Stones didn't so much reinterpret the American R&B music they adored as they covered it outright. From instrumentation to Mick Jagger's vocal inflections, The Rolling Stones was pretty much a white British band playing American black music with reverence and, mostly, a lack of originality. They did it well, but for the most part, Chuck Berry, Bo Diddley and Muddy Waters did it better.

You can say the same thing about The Rolling Stones No. 2, but there's new confidence in the music, a sense of a young group feeling around the grooves, finding its path among those already laid out. They're still not the Rolling Stones whose legend took seed by the end of 1965, but they were beginning to get there. And you can hear it in these dozen songs, which were recorded over a nine-month period in Chicago, Hollywood and London.

Oddly enough, three of the songs showed up on a U.S. album first. Back in October 1964, the Stones' second record, 12x5, came out in the States. It included songs from a U.K.-only EP, a couple overseas singles and their B-sides and a trio of cuts that wouldn't be released in their homeland until Jan. 15, 1965, on the second album, including the hit "Time Is on My Side," but in a different version found on the U.S. record. (The U.S. version features more organ, especially in the intro; guitar figures more prominently in the U.K. take, which is the more popular one.)

Listen to the Rolling Stones Perform 'Everybody Needs Somebody To Love'

Jagger and Keith Richards contributed three originals (including "What a Shame," the best of them) to The Rolling Stones No. 2 (they were credited with just one song on the debut, 'Tell Me,' and shared a co-write, under a pseudonym, with Phil Spector on another). But it's the covers, once again, that dominate, as the group works its way through songs by Berry, Waters and Solomon Burke.

While the cover itself resembles the artwork on 12x5, the record's track listing for the most part has more in common with the Stones' third U.S. album, The Rolling Stones Now!, which was released a month later. In fact, seven of the 12 songs are repeated – though a longer version of Burke's "Everybody Needs Somebody to Love," which opens both albums, appears on the later, U.K. LP.

Ultimately, The Rolling Stones Now! is the better album, reflecting a small, but perceptible growth, with the few additional cuts. But The Rolling Stones No. 2 was a huge hit back home. It spent 10 weeks at the top of the U.K. chart, pretty much sealing the band's fortunes in the process. By the end of the year, they'd release Out of Our Heads and were on the way to securing their legacy.


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