The Stones' fourth US LP found the band in transition between its early R&B apery and the original work that would find full fruition two decades further on. The song list combines covers of American hits with riff-heavy originals sparked with youthful anger and alienation. Their first self-penned hit, "The Last Time," and the rock anthem "Satisfaction," anchor the LP's original work.

Though the Stones had exquisite taste in cover songs, they were usually outdone by contemporaries on both sides of the Atlantic. In the USA, Barry & The Remains 1966 take of Don Covay's "Mercy Mercy" leaves Jagger and Richards sounding anemic, and the Sonics' explosive rendition of Marvin Gaye's "Hitch Hike" obliterates the pedestrian reading offered here.

Closer to home, the Pretty Things' cover of Solomon Burke's "Cry to Me" (delivered to market a full month before the Stones') is head and shoulders above Jagger's lethargic vocal and Richards' misplaced blues noodlings. The comparison refutes the suggestion that the Pretty Things were little more than Stones followers. Finally, the soulfulness and vocal harmony of the Hollies cover of Otis Reddings' "That's How Strong My Love Is" leaves the Stones dusting themselves off.

Though Jagger and Richards had placed original tunes on earlier albums, their contributions here show the first inklings of the compositional talent exploited so fully in the 80s and 90s. Embryonic in sophistication and derivative in approach, the original tracks substitute catchy (though certainly memorable) riffs for melodies, and the lyrics still lean more towards strings of clichés than exposition of new human insight.

"The Last Time" and "Satisfaction" express the bottled-up anger and stridency of youth, though not nearly as profoundly as contemporary masterpieces like The Who's "My Generation." Charlie Watts ever-so-polite drumming couldn't provide the carnal punch of Keith Moon's full-kit manhandlings, and despite the plaudits given Keith Richards' playing, it was never the sonic hammer wielded by Pete Townshend.

"Play With Fire" at once nods to the then-current folk-rock fad and anticipates the ornate sounds pioneered by The Left Banke (something the Stones would visit on "Their Satanic Majesty's Request"). American listeners will want to consult a mid-60s London social atlas to fully relish the details of these class-conscious lyrics. All listeners should review the Stones' financial portfolios to appreciate the irony of the then-wealthy Jagger complaining of his treatment at the hands of rich women.

Andrew Loog Oldham's production is uncharacteristically thin for an era reliant on punchy, compressed mixes destined for AM radio play. While other records of the era leap from the speakers and grab the listener by the throat, these tracks (save "Satisfaction," which benefits from the fuzztone guitar riff and a hot bass mix) are tinny. The UK release of this title, issued a month after the US edition, drops the hits ("Satisfaction" "The Last Time") and adds "She Says Yeah," "Heart of Stone," "I'm Free," and the Chuck Berry cover, "Talkin' Bout You." Unfortunately, the US edition is all that's legitimately available.

Overall this is a middling effort from a band still struggling to find an original identity. The tip-of-the-hat to their R&B influences is interesting more for its history (and its later impact) than for the actual cover work itself. The original songwriting, though beginning to pick up some steam, is still a long ways off from the mature work that would carve the band's place in history.

Out Of Our Heads was released in the U.S. on July 30, 1965. It includes the most famous of all rock and Stones tracks (Satisfaction) as well as The Last Time (one of their most enduring compositions). But this album has what I call the best of the great Stones 2nds....those tracks that formed the basis of the original band.....not the AM hits.....but the developing expertise and taste that eventually gave us the great songwriting and sense of outrage that became the greatest band the planet has ever known. This includes Mercy Mercy, Hitch Hike, That's How Strong My Love Is, Play With Fire, and The Spider And The Fly. This album is also memorable for the 7 titles penned by Jagger and Richards (the first time their own compositions dominated an album).

Personally, this one is my favorite of all their early albums and I have always ranked it as 2nd only to Beggars Banquet. But I loved the early Stones first and best and have felt that way for almost 40 years now. My kids respect them, my grandchildren are just now hearing them for the first time, but I still love the old band as they play on this album.

The Out Of Our Heads tracks were recorded during 1964-5 as follows:
1964: Oct 27 - Nov 2 at RCA Studios in Hollywood
Hitch Hike
1965: Jan 17-18 & Feb 17 at RCA Studios in Hollywood
The Last Time
Play With Fire
Live in the UK on March 6 (Empire in Liverpool), 7 (Palace in Manchester), or 16 (Granada in Greenford)
I'm All Right
May 10, 1965 at Chess Studios in Chicago
That's How Strong My Love Is
Mercy, Mercy
Under Assistant West Coast Promotion Man
May 11-12, 1965 at RCA Studios in Hollywood
Satisfaction
Good Times
Cry To Me
The Spider And The Fly
One More Try

The UK version was released Sep 24, 1965 but with the addition of She Said Yeah, Talkin' Bout You, Oh Baby, Heart Of Stone, and I'm Free. The UK release did not include The Last Time, I'm All Right, Satisfaction, Play With Fire, Spider And The Fly, or One More Try. Also of interest, the UK Out Of Our Heads used the same artwork as the US release of December's Children.

This information comes from "It's Only Rock And Roll: The Ultimate Guide To The Rolling Stones" by Karnbach and Bernson and from my own collection.

The Rolling Stones first #1 album in the US, probably because of the inclusion of '(I Can't get No) Satisfaction', their most recent #1 hit single. Along with 'Satisfaction', there is 'The Last Time' and 'Play With Fire', which are all included on Big Hits (High Tide and Green Grass). This album also includes the UK and US b-sides to 'Satisfaction'. In the UK, its b-side was 'The Spider and the fly' while in the US had 'The Under Assistant West Coast Promotion Man' as the b-side of 'Satisfaction'. Also on this album, there's a live song, 'I'm All Right' which hit the UK the same year on the "Got LIVE" EP. A different live version is found on the US "Got LIVE" LP. The covers included on this album are 'Mercy, Mercy', followed by 'Hitch-Hike'. Then comes 'That's How Strong My Love Is' with Sam Cooke's 'Good Times' after (coincidently, Sam Cooke and the Rolling Stones appear on ABKCO records). The last cover here is 'Cry To Me'. The closing song of the album is 'One More Try', a Mick Jagger/Keith Richards composition.

The original album was released in 1965 by London Records. The first CD release was released in 1986. The SACD was released in 2002. Presented here is the 1986 version with the release number 74292 (CD 429).

I'm giving it five stars because it's their best effort of this early period in their history - a period that ends with the release of "Aftermath." The original songs on this album are phenomenal including "Satisfaction," "Play With Fire, "Under Assistant...," and "The Spider And The Fly." The covers are well rounded with their various influences and the band seems to have found itself a comfortable spot to build upon. It's curious how albums were released back in the day, where the fickle taste of the public was combatted with the constant production of new albums so the popular bands of the time weren't forgotten. So the Stones produced a glut of albums in a few short years and it proved quite a learning process, one which we can listen to over and over and begin to see how subtley the band gelled, the songwriting became stronger, and these five fellows became the greatest rock and roll band ever. An excellent study in what the Stones were all about in their formative years.

As far as the early stuff goes, this is tops. Satisfaction is one of the definitive rock songs of all time. The Last Time is just as good as Satisfaction, although far less famous. Brian Jones plays his best ever lead with a scorching riff. Play With Fire is short and simple but somehow powerful. The Under Assistant West Coast Promotion man is a funny and fun little tune that gives us just a hint of what a great lyricist Jagger would become. 7 of the 12 songs are Jagger/Richards tunes.

Back in 65, the Stones were really more of a blues band than anything else and The Spider and The Fly is about as bluesy as it gets. Good Times, Hike Hike and the other 3 covers are all great. The Stones really put so much emotion into those songs. The only problem I have with this album is that instead of recorded 3 albums in 65, they should have combined the best material from this and the later December's Children into one, even stronger album. Still, this is a great example of what the Stones were about in the early days and it gives a glimpse of what they were about to become.