12 X 5

Recorded & mixed:
February 24-25 and May 12, 1964: Regent Sound Studios, London, England
June 10-11, 1964: Chess Studios, Chicago, USA
August 31-September 4, 1964: Regent Sound Studios, London, England

Producer: Andrew Oldham
Engineers: Bill Farley, Ron Malo
Released: October 1964
Original label: London Records (Polygram)

Contributing musicians: Mick Jagger, Keith Richards, Charlie Watts, Bill Wyman, Brian Jones, Ian Stewart.

Around and Around
Confessin' the Blues
Empty Heart
Time Is on My Side
Good Times, Bad Times
It's All Over Now
2120 South Michigan Avenue
Under the Boardwalk
Grown Up Wrong
If You Need Me
Susie Q


Before we went to America it was very difficult to record in England. Nobody could record or had recorded the sound we were trying to get. People weren't used to that kind of roughness. Everyone in England at the time was incapable: engineers, equipment, producers and, to a certain extent, musicians. No one could get a really good funky American sound which is what WE were after. The best move we could possibly do was get to America as quickly as possible and record there.

- Keith Richards, c. 1979

The Chess place where we did the recording was marvellous. There was everything there you could wish for. All the apparatus was so different to the stuff here. I'd like to back to Chicago tomorrow just do so some straight session work!

- Brian Jones, 1964

The biggest advantage of recording strong rhythm & blues in Chicago was that the engineers were a lot more used to that sort of music. I don't think anyone anywhere could record this type of music as effectively as they did in Chicago. We almost got the sound captured on Memphis on one number.

- Charlie Watts, 1964

The methods of recording in England and America were completely different. The only people you could use over here were Bill Fowley at Regent Sound and Glyn Johns, if you could get hold of him. The big trouble with recording in England was that for a rock group the studio acoustics were so bad because you couldn't play loud. When we recorded at the Chess Studios in Chicago, we had Ron (Malo), the guy who engineered all the Chuck Berry, Bo Diddley and Howlin' Wolf records. He knew exactly what we wanted and he got it almost instantly.

- Bill Wyman, 1972

(Andrew Oldham) didn't know anything about blues. The cat who really got it together was Ron Malo, the engineer for Chess. He had been on all the original sessions. We did Confessin' the Blues, Down the Road Apiece and It's All Over Now.

- Mick Jagger, 1968

2120 South Michigan Avenue. The sessions were a revelation in learning about recording, especially in the room where all of these records that you've been listening to have come out of. Ron Malo was the engineer and it was his room, he produced it. When you walk into a recording room like that, they know where the drums should be set up, they know eactly where to get the right sound. To watch that go down was like, Wow. Now I've died and gone to heaven. Now I know everything. An education.

- Keith Richards, 2016

(At Chess Studios in Chicago), Willie Dixon walked in to see us and talked about the scene. So did Buddy Guy. We felt were were like taking part in a little bit of history - after all, those studios were used by Muddy Waters as well as Chuck Berry and Bo Diddley. We knew pretty well what numbers we wanted to get in the can... like It's All Over Now... and the atmosphere was so marvelous that we got through them in double quick time. Then, on the next day, both Chuck and Muddy came in to see us. Fantastic.

- Bill Wyman


Unlike many of the original material-based groups, the Stones developed slowly as songwriters. This album, which was pretty much a comedown from the first, presented some particularly bad material, amid fine original and traditional blues.

- Jon Landau, Crawdaddy, May 1967

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