The Rolling Stones No. 2 is the second UK album by The Rolling Stones released in 1965 following the massive success of 1964's debut The Rolling Stones. Not surprisingly, The Rolling Stones No. 2 followed its predecessor's tendency to largely feature R&B covers. However, it does contain three compositions from the still-developing Mick Jagger/Keith Richards songwriting team.

The Rolling Stones No. 2's tracklisting 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 Rolling Stones' debut album, Oldham takes full production duties for The Rolling Stones No, 2, 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 #1 in early 1965, becoming one of the year's biggest sellers in the UK.

Track Listing [320k MP3]

All songs written and composed by Mick Jagger and Keith Richards, except where noted. 

1. 	"Everybody Needs Somebody to Love" (Burke/Bert/Wexler) 	5:03
2. 	"Down Home Girl" (Jerry Leiber/Arthur Butler) 	4:11
3. 	"You Can't Catch Me" (Chuck Berry) 	3:38
4. 	"Time Is on My Side" (Jerry Ragovoy) 	2:58
5. 	"What a Shame"   	3:03
6. 	"Grown Up Wrong"   	1:50
7. 	"Down the Road Apiece" (Don Raye) 	2:55
8. 	"Under the Boardwalk" (Arthur Resnick/Kenny Young) 	2:48
9. 	"I Can't Be Satisfied" (Muddy Waters) 	3:26
10. 	"Pain in My Heart" (Allen Toussaint) 	2:11
11. 	"Off the Hook"   	2.38
12. 	"Susie Q" (Dale Hawkins/Stan Lewis/Eleanor Broadwater) 	1:51

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The Rolling Stones, Now! is the third American studio album by The Rolling Stones, released in 1965 by their initial American distributor, London Records.

The album contained seven tracks from their second UK album The Rolling Stones No. 2, the recent US Top 20 hit "Heart of Stone", and other songs which would appear on the UK edition of the Stones' next album Out of Our Heads later in 1965. The album contains a different, and shorter, version of "Everybody Needs Somebody to Love" than the recording on The Rolling Stones No. 2, although the latter version was accidentally used on the 1986 CD of "The Rolling Stones Now." The 2002 CD includes the shorter version, as heard on the original LP. "Little Red Rooster", a recent #1 hit single in the UK, was also included as well as "Surprise, Surprise", which would not see a release in the UK until 1970. Four of the songs on The Rolling Stones, Now! were penned by the songwriting team of Mick Jagger and Keith Richards (who dropped the "s" from his surname until 1978).

For the back cover, London Records simply took the back cover of The Rolling Stones No. 2 and amended the tracklisting and label information. Where the UK liner cover said "No. 2" after 'THE ROLLING STONES' was simply whited out for the American cover.

Track Listing [320k MP3]

All songs written by Jagger/Richards, except where noted.


1. 	"Everybody Needs Somebody to Love" (Burke/Bert/Wexler) 	3:00
2. 	"Down Home Girl" (Jerry Leiber/Arthur Butler) 	4:13
3. 	"You Can't Catch Me" (Chuck Berry) 	3:40
4. 	"Heart of Stone"   	2:49
5. 	"What a Shame"   	3:06
6. 	"Mona (I Need You Baby)" (Ellas McDaniel) 	3:35
7. 	"Down the Road Apiece" (Don Raye) 	2:56
8. 	"Off the Hook"   	2:36
9. 	"Pain in My Heart" (Allen Toussaint) 	2:12
10. 	"Oh Baby (We Got a Good Thing Goin')" (Barbara Lynn Ozen) 	2:06
11. 	"Little Red Rooster" (Willie Dixon) 	3:04
12. 	"Surprise, Surprise"   	2:29

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SINGLES [320k MP3]

It's All Over Now
Good Times, Bad Times
Congratulations
Little Red Rooster
Surprise, Surprise

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The Rolling Stones

    * Mick Jagger – lead vocals, harmonica, tambourine, and percussion
    * Keith Richards – guitar and backing vocals
    * Brian Jones – guitar and slide guitar, harmonica and backing vocals
    * Charlie Watts – drums and percussion
    * Bill Wyman – bass guitar and backing vocals