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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).

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 were their last to mainly be filled with cover songs, while 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 release, since it included two of their biggest hits from around that time: "The Last Time" and the chart-topping smash "(I Can't Get No) Satisfaction". The latter song was added to the National Recording Registry in 2006 for being "historically, culturally and aesthetically significant."

December's Children includes the hit singles "Get Off of My Cloud" and "As Tears Go By". The latter was first recorded in 1964 by Marianne Faithfull, whose performance proved a bigger hit than the Stones' own version. An Italian-language version 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)


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".
  • all lowercase letters: All three incarnations of the album have the title rendered in this manner on the cover, with the band's name displayed all in caps accompanied by an asterisk.
  • 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: "She Said Yeah" (Larry Williams), "Mercy Mercy" (Don Covay), "Hitch Hike" (Marvin Gaye), "That's How Strong My Love Is" (Otis Redding), "Good Times" (Sam Cooke), "Talkin' 'Bout You" (Chuck Berry), "Cry to Me" (Solomon Burke), "Oh, Baby (We Got a Good Thing Going)" (Barbara Lynn), "You Better Move On" (Arthur Alexander), "Route 66" (Nat King Cole), "I'm Moving On" (Hank Snow)
  • 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
  • Deliberately Monochrome: The cover photo used for both the UK Out of Our Heads and December's Children.
  • 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 give a listen to Martha and the Vandellas' "Nowhere to Run" and decide 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."
  • 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 narrator of "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 unmistakably arranged in the style of The Byrds, whose debut LP Mr Tambourine Man was a then-current and highly successful album. In particular, both tracks feature Brian Jones playing a 12-string guitar in the offbeat, Jangle Pop style of Roger McGuinn.
  • 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
  • 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.
  • Shout-Out: Andrew Oldham's liner notes make passing reference to Elvis, Melody Maker editor Ray Coleman, the Watts riots, The Vietnam War, the John F. Kennedy assassination, and fellow record producer Lou Adler.
  • 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.
  • Uptown Girl: "Play with Fire" is a dark example.
  • Word Salad Lyrics: The actual songs are pretty straightforward, but Andrew Oldham's blank-verse liner notes are a good example of this. Mick Jagger has described it as Oldham's attempt at Beat-style poetry.
  • 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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