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. 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 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 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 BandJohn Lennon said of The Rolling Stones No. 2: "The album's great, but I don't like five-minute numbers."

Due to the preference towards the American albums, ABKCO Records overlooked both The Rolling Stones and The Rolling Stones No. 2 for CD release in 1986 and during its remastering series in 2002. Consequently, the album was out of print for many years and was thus widely bootlegged by collectors.

The Rolling Stones No. 2 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.


 [hide*1 Track listing

Track listing[edit]Edit

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

Side one
No. Title Length
1. "Everybody Needs Somebody to Love(Solomon Burke/Bert Berns/Jerry 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(originally released on 12 X 5) (Norman Meade) 2:58
5. "What a Shame"   3:03
6. "Grown Up Wrong" (originally released on 12 X 5) 1:50
Side two
No. Title Length
7. "Down the Road Apiece(Don Raye) 2:55
8. "Under the Boardwalk(originally released on 12 X 5) (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(originally released on 12 X 5) (Dale Hawkins/Stan Lewis/Eleanor Broadwater) 1:51


The Rolling Stones
Additional personnel

Chart positions[edit]Edit

Year Chart Position
1965 UK Top 40 Albums[2] 1
Preceded by

Beatles for Sale by The Beatles Beatles for Sale by The Beatles The Freewheelin' Bob Dylan by Bob Dylan

UK Albums Chart number-one album

6 February 1965 – 27 February 1965
6 March 1965 – 17 April 1965
24 April 1965 – 1 May 1965

Succeeded by

Beatles for Sale by The Beatles The Freewheelin' Bob Dylan by Bob Dylan Beatles for Sale by The Beatles

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