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Out of Our Heads (UK cover).
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Out of Our Heads (US cover).
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December's Children (and Everybody's).
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Out of Our Heads is the third studio album (fourth American album) by The Rolling Stones, released in 1965. The US version of the album was actually released earlier than the UK version. December's Children (and Everybody's) is their fifth American studio album, released in 1965. These two albums are their last that are filled with mainly covers, for their next album (Aftermath) would have no covers at all.

The superior version of Out of Our Heads is often considered to be the American version, which included two of their biggest hits around that time: "The Last Time" and the smash number one single "(I Can't Get No) Satisfaction". In 2006 "(I Can't Get No) Satisfaction" was added to the National Recording Registry for being "historically, culturally and aesthetically significant." The entire album was listed at #116 in Rolling Stone's 500 Greatest Albums Of All Time.

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December's Children features the hit singles "Get Off of My Cloud" and "As Tears Go By". The latter was first recorded by Marianne Faithfull in 1964, but written by the Stones. Her performance was a bigger hit than the Stones' version, though. An Italian version of the song was also recorded by the band around this time: "Con Le Mie Lacrime".


Tracklist (Standard Version):

Side One

  1. "She Said "Yeah"" (1:34)
  2. "Mercy, Mercy" (2:45)
  3. "Hitch Hike" (2:25)
  4. "That's How Strong My Love Is" (2:25)
  5. "Good Times" (1:58)
  6. "Gotta Get Away" (2:06)

Side Two

  1. "Talkin' 'Bout You" (2:31)
  2. "Cry to Me" (3:09)
  3. "Oh, Baby (We Got a Good Thing Going)" (2:08)
  4. "Heart of Stone" (2:50)
  5. "The Under Assistant West Coast Promotion Man" (3:07)
  6. "I'm Free" (2:24)


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Tracklist (US Version):

Side One

  1. "Mercy, Mercy" (2:45)
  2. "Hitch Hike" (2:25)
  3. "The Last Time" (3:41)
  4. "That's How Strong My Love Is" (2:25)
  5. "Good Times" (1:58)
  6. "I'm All Right" (2:25)

Side Two

  1. "(I Can't Get No) Satisfaction" (3:42)
  2. "Cry To Me" (3:09)
  3. "The Under Assistant West Coast Promotion Man" (3:07)
  4. "Play With Fire" (2:13)
  5. "The Spider And The Fly" (3:39)
  6. "One More Try" (1:58)


Tracklist (December's Children):

Side One

  1. "She Said Yeah" (1:34)
  2. "Talkin' Bout You" (2:31)
  3. "You Better Move On" (2:41)
  4. "Look What You've Done" (2:16)
  5. "The Singer, Not the Song" (2:22)
  6. "Route 66" (2:39)

Side Two

  1. "Get Off Of My Cloud" (2:54)
  2. "I'm Free" (2:23)
  3. "As Tears Go By" (2:45)
  4. "Gotta Get Away" (2:06)
  5. "Blue Turns To Grey" (2:30)
  6. "I'm Moving On" (2:13)


Principal Members:

  • Mick Jagger - lead vocals, harmonica, percussion, tambourine
  • Brian Jones - guitar, harmonica, organ, vocals, piano, percussion
  • Keith Richards - guitar, vocals
  • Charlie Watts - drums, percussion
  • Bill Wyman - bass, vocals


The Under Assistant West Coast Promotion Trope:

  • Alliterative Title: "Out Of Our Heads", "Mercy Mercy" and "Hitch Hike".
  • Badass Boast: "Play With Fire"
    But you'd better watch your step, girl
    Or start living with your mother
  • Break Up Song:
    • "The Last Time"
    Well, I'm sorry girl but I can't stay
    Feelin' like I do today
    It's too much pain and too much sorrow
    Guess I'll feel the same tomorrow
    Well this could be the last time
    This could be the last time
    Maybe the last time
    I don't know. Oh no. Oh no
    • "I'm Moving On"
    I'm moving on, I'm through with you
    Too bad you're blue
    I'll move on
    • "Gotta Get Away"
    Baby, I don't want to live here no more
    Baby, though I tore your pictures off my walls
    Darlin' this old room's falling in on me
    You understand the truth now
    I got to get away, got to get away
    • "Look What You've Done"
    A broken heart
    A worried mind
    Because of you baby
    Dying all the time
  • Capitalism Is Bad: "(I Can't Get No) Satisfaction"
    When I'm watchin' my TV
    And that man comes on to tell me
    How white my shirts can be
    But he can't be a man 'cause he doesn't smoke
    The same cigarettes as me
    I can't get no, oh no no no
    Hey hey hey, that's what I say
    I can't get no satisfaction
  • Casanova Wannabe: "(I Can't Get No) Satisfaction"
    I can't get no girl reaction
  • Celebrity Is Overrated: The Stones wrote "Get Off My Cloud" as a reaction to people hassling them over the success of "(I Can't Get No) Satisfaction" and wanting to be in their presence, while they wanted to have some quiet time on their own.
  • Cover Version: Apart from "The Last Time", "(I Can't Get No) Satisfaction", "One More Try", "The Under Assistant West Coast Promotion Man", "Get Off My Cloud", "Blue Turns To Grey", "The Singer Not The Song", "As Tears Go By" all songs are covers.
  • Cradle of Loneliness: "Cry To Me"
    When your baby leaves you all alone
    And nobody call you on the phone
    Don't you feel like crying?
    (...) Nothing could be sadder than a glass of wine alone
    Loneliness, loneliness, it's just a waste of your time
  • Cut-and-Paste Translation: As with all Stones albums pre-Their Satanic Majesties Request.
  • Dodgy Toupee: "The Under Assistant West Coast Promotion Man"
    Well they laugh at my toupee, they're sure to put me down
  • Dreaming of Things to Come: Keith Richards has claimed that the guitar riff for "(I Can't Get No) Satisfaction" came to him in a dream in a Florida hotel room. But listen to Martha and the Vandellas' "Nowhere To Run" and tell me if that notion holds water.
  • Face on the Cover: A group shot of the band.
  • Fortune Teller: "Mercy Mercy"
    Well I went to see the gypsy to have my fortune read
    She said: "Man, your baby gonna leave you, her bags are packed up under the bed."
  • Getting Crap Past the Radar: The line in "(I Can't Get No) Satisfaction" about a girl being on "losing streak" is an allusion to menstruation:
    And I'm tryin' to make some girl
    Who tells me baby better come back later next week
    Cause you see I'm on losing streak
  • Green-Eyed Monster: "You Better Move On"
    Now I don't blame you for loving her
    But can't you understand, man, she's my girl
    And I, never never ever gonna let her go
    Cuz I, yeah, I love her so
  • Heavy Meta: "The Under Assistant West Coast Promotion Man", sang from the viewpoint of a promoter of rock bands.
  • I Just Want to Be Free: "I'm Free".
    I'm free to do what I want any old time
    So love me, hold me, love me, hold me
  • Intercourse with You: "The Spider And The Fly" talks about looking for women on a night out, but the song is ambiguous as to who is actually seducing who?
  • In the Style of...: Both "The Singer Not The Song" and "Blue Turns To Grey" were unmistakeably arranged in the style of TheByrds, whose first LP "Mr Tambourine Man" was a current and successful album at the time. Particularly, Brian Jones plays a 12 string guitar in the jangly, offbeat style of Roger Mc Guinn.
  • Leave Me Alone!: "Get Off Of My Cloud".
    Hey! You! Get off of my cloud
    Hey! You! Get off of my cloud
    Don't hang around 'cause two's a crowd
    On my cloud
  • Long Title: "The Under Assistant West Coast Promotion Man"
  • Misogyny Song: "Play With Fire".
  • Name and Name: "The Spider And The Fly".
  • One-Man Song: "The Under Assistant West Coast Promotion Man"
  • Pep-Talk Song:
    • "One More Try"
    The things that don't matter easy come and go
    And the things that satisfy only come real slow
    You gotta know and watch it all in your mind
    Cause it's better when you get it if you really try
    Sit down shut up don't dare to cry
    Things will get better if you really try
    So don't ya panic don't ya panic
    Give it one more try
    • "Good Times"
    Time don't mean that much to me
    Ain't felt this good since I don't know when
    I might not feel this good again
    So c'mon let the good time roll
  • The Power of Love:
    • "She Said Yeah"
    Come on, baby, I want to make love to you.
    Well, you drive me crazy
    • "That's How Strong My Love Is"
    I'll be the breeze when the storm is gone
    To dry your eyes and keep you warm
    That's how strong my love is
  • Product Placement: "The Under Assistant West Coast Promotion Man"
    I got a Corvette and a seersucker suit, yes I have
  • The Quest: "Hitch Hike"
    I've gotta find that girl if I have to hitch hike around the world
  • Satire: "The Under Assistant West Coast Promotion Man", who thinks he is very sharp and the "necessary talent behind every rock and roll band", but wears a laughable toupee and near the end he has apparently lost the dime he wanted to use to take a bus.
  • Smoking Is Cool: "(I Can't Get No) Satisfaction"
    But he can't be a man cause he doesn't smoke the same cigarettes as me.
  • Special Guest: Phil Spector plays detuned bass guitar on "Play With Fire".
  • Three Chords and the Truth: Much of the album.
  • The Workaholic: "Mercy Mercy"
    I'm gonna work two jobs, seven days a week
    And bring my money home to you.


Alternative Title(s): Decembers Children And Everybodys

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