The Rolling Stones No.2, the second album from the then young British R&B band, remains a special one for Mick Jagger and co because it was partly recorded at the famous Chess Studios. The studios were regarded as the home of Chicago blues and the place where The Rolling Stones’ heroes, such as Muddy Waters and Chuck Berry, had cut much of the music that had inspired them in the first place.

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“We thought we’d died and gone to heaven”

Bass guitarist Bill Wyman said he could still remember his bandmates’ looks of disbelief when Waters came out to help them with their bags. “Nothing sensational happened at Chess except the music. For those two days, the Stones were finally true blues artists,” said their producer Andrew Loog Oldham, who was only 20 when the first tracks were recorded at Chess, in June 1964.

“We thought we’d died and gone to heaven,” said Keith Richards, who played electric and acoustic guitar on an album that featured nine covers and three originals he had co-written with singer Jagger.

“The blues stars were gentlemen and so interested in what we were doing… you figure you’re gonna walk in and they’d think, Snooty little English guys and a couple of hit records. Not at all. I got the chance to sit around with Muddy Waters and Bobby Womack, and they just wanted to share ideas. And you were expecting, ‘Oh, English kids making money out of me,’ and it could well have happened. But they wanted to know how we were doing it, and why we wanted to do it.”

“I was so glad the Stones recorded my songs”

Though the covers they recorded were homages – as with a take on Waters’ ‘I Can’t Be Satisfied’, a song he first recorded in 1948 – the Chess musicians were pleased to get royalties from the versions by the young English musicians. One of the songs The Rolling Stones cut was ‘Pain In My Heart’ (originally called ‘Ruler Of My Heart’ for the Irma Thomas version), which was written by New Orleans great Allen Toussaint. When speaking to this writer in 2011, Toussaint described how he felt about the Stones covering his compositions: “I was so glad when the Stones recorded my songs,” he said with a laugh. “I knew they would know how to roll my song all the way to the bank.”

The selection of covers on The Rolling Stones No.2 was strong. On ‘Down Home Girl’, written by Jerry Leiber, Jagger plays some fine bluesy harmonica and Brian Jones delivers a powerful guitar lick. ‘Time Is On My Side’, written by Jerry Ragovoy, has always been associated with the Stones but was, in fact, a cover of a version by Irma Thomas and jazz trombonist Kai Winding.

There is a five-minute version of Solomon Burke’s crowd-pleaser ‘Everybody Needs Somebody To Love’, while a gentle version of ‘Under The Boardwalk’ contrasts with a pulsating cut of Don Raye’s ‘Down The Road Apiece’. Jagger and Richards wrote three songs that went on the album – ‘What A Shame’, ‘Grown Up Wrong’ and ‘Off The Hook’ – and they all show the promise of the songwriting prowess that their future collaborations delivered.

“Thrilled by the uproar”

The Rolling Stones No.2 was released by Decca Records in the UK on 15 January 1965 and, within two weeks, had toppled The Beatles to reach No.1 on the UK album charts, a position it held for nine weeks. Some of the songs from the album had already appeared on a US-released album, 12 x 5 – ‘Grown Up Wrong’, ‘Under The Boardwalk’ and ‘Susie Q’, along with an earlier version of ‘Time Is On My Side’, which featured Ian Stewart, one of the original founders of the Stones, playing organ on the intro.

The same cover art was used for the two separate albums, both taken in the same photo session by a rising star called David Bailey. “I knew Mick before he was in the Stones,” Bailey later recalled. “He was just a bloke I met because he was going out with my girlfriend’s sister, Chrissie Shrimpton.” His moody photograph of the young musicians has become an iconic work of art in itself.

There was one strange footnote to this Stones classic. Oldham wrote the sleevenotes for the back cover and, “for a laugh”, he made an ill-advised joke about fans mugging blind men for the cash to buy the record. The secretary of the Bournemouth Blind Aid Association complained, and Lord Conesford asked the Director Of Public Prosecutions to rule on whether the album cover constituted “a deliberate incitement to criminal action”. Wisely, the matter ended there. Oldham said he was “thrilled by the uproar”.

What is for certain is that The Rolling Stones No.2 both demonstrated how eclectic the early Stones were and also indicated that the boys who hero-worshipped the blues stars of Chicago would carve out their own special place in blues and rock’n’roll history.

The Rolling Stones No.2 can be bought here.

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