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- Artist: The Rolling Stones
- Rating:





- Release Date: October 17, 1964
- Total Time: 30:19
- Genre: Rock
Review
The evolution from blues to rock accelerated with the Rolling Stones' second American LP. They turned soul into guitar rock for the hits "It's All Over Now" and "Time Is on My Side" (the latter of which was their first American Top Ten single). "2120 South Michigan Avenue" is a great instrumental blues-rock jam; "Around and Around" is one of their best Chuck Berry covers; and "If You Need Me" reflects an increasing contemporary soul influence. On the other hand, the group originals (except for the propulsive "Empty Heart") are weak and derivative, indicating that the band still had a way to go before it could truly challenge the Beatles' throne. ~ Richie Unterberger, All Music GuideTracks
| Track Title | Composers | Performers | Time |
| Around and Around | Chuck Berry | The Rolling Stones | (3:04) |
| Confessin' the Blues (Lyrics) | Jay McShann, Walter Brown | The Rolling Stones | (2:48) |
| Empty Heart (Lyrics) | Mick Jagger, Keith Richards | The Rolling Stones | (2:38) |
| Time Is on My Side (Lyrics) | Jerry Ragovoy | The Rolling Stones | (2:54) |
| Good Times, Bad Times (Lyrics) | Mick Jagger, Keith Richards | The Rolling Stones | (2:31) |
| It's All Over Now (Lyrics) | Bobby Womack, |
The Rolling Stones | (3:27) |
| 2120 South Michigan Avenue | The Rolling Stones | (3:39) | |
| Under the Boardwalk | The Rolling Stones | (2:47) | |
| Congradulations | Mick Jagger, Keith Richards | The Rolling Stones | (2:29) |
| Grown Up Wrong (Lyrics) | Mick Jagger, Keith Richards | The Rolling Stones | (2:06) |
| If You Need Me (Lyrics) | Wilson Pickett, Sonny Sanders, Robert Bateman | The Rolling Stones | (2:05) |
| Susie Q | Dale Hawkins, Stan Lewis, |
The Rolling Stones | (1:50) |




