For their second UK album release the band chose another stark cover, simply a classic David Bailey photograph.

Because Bailey and Mick were good friends he placed Mick so no one thought he was getting preferential treatment. Unusual for a British band of the time, much of it was recorded in America, some tracks at Chess studios with Ron Malo, and others at RCA studios in Hollywood with engineer Dave Hassinger. The album doesn’t feature any British singles releases but “Off The Hook” was the B-side of UK No.1 “Little Red Rooster”, and “What A Shame” was the B-side of US hit “Heart of Stone” (No.19). Both these B-sides are Jagger/ Richards compositions, along with “Grown Up Wrong” . Ian Stewart plays brilliant boogie woogie piano on “Down the Road Apiece” and Jack Nitzsche plays piano some of the songs recorded in Los Angeles.