August-October 12, 1991: studios, New York City, USA
Late October-December 1991: studios, New York City, USA
January 1992: studios, New York City, USA

March 18-April 1, 1992: The Site, San Rafael, California, USA

April-September 6, 1992: Studio 900, Master Sound Astoria,
New York Giant Recording Studios
& The Hit Factory, New York City, USA

Producers: Keith Richards, Steve Jordan & Waddy Wachtel
Chief engineers: Don Smith & Joe Blaney
 Mixers: Niko Bolas, Don Smith & Joe Blaney
Released: October 1992
Original label: Virgin Records

Contributing musicians: Keith Richards, Steve Jordan, Waddy Wachtel, Charley Drayton, Ivan Neville, Bernard Fowler, Babi Floyd, Sarah Dash, Arno Hecht, Jack Bashkow, Crispin Cioe.

Wicked As It Seems
Words of Wonder
Yap Yap
Body Talks
Hate It When You Leave
Runnin' Too Deep
Will But You Won't


With Steve (Jordan), he's around the corner. I'm at this place, or he's at my place. It's a very close thing - I've got an idea, boom, we can start on it right away. We sit around in a room with a couple of guitars and a drum kit or piano and a tape recorder and start talking about stuff - Do you remember that great song Otis played? - and wait to see where it drifts. You spend half the time having another beer and cracking up. It's one of those things where maybe I'm just playing background music to the telephone. And Steve says, That's nice. What are you doing there? So it's a matter of recognizing things. And there you have an embryo, a germ of an idea. But you begin by sitting around with nothing.
- Keith Richards, 1992, on the demo sessions

The great thing about working with bands is that when you go out on tour, the individual musicians begin to form into a cohesive band. That's what happened when we took the Winos out on the road last time - they became a band. So to record another album was easier because we knew each other much better than on the first one.
- Keith Richards, 1992

We wanted to utilize more of the talents of the band. Ivan can do everything. Charley is basically a drummer, but he's also one of the best, most imaginative bass players I've ever played with. It only gets better when you start exploring the people you're working with. If you're working with people you only know vaguely you never really explore anybody's potential.
- Keith Richards, 1992

Bringing Waddy in on the production was the other big step. Steve and I are very good, but we're so close to it. We're black and white in more than the obvious ways, and Waddy was a great breakthrough. He's got a better organized and mathematical brain than Steve or I have. Steve's better. I'm the worst - I can come up with inspiration or ideas, but organization...
- Keith Richards, 1992

This is a funny lineup: the Jew, the black guy, and the Anglo. We're a cross section; it's a great three-way street. The way I think about it is that I'm working with New York guys. Charley and Steve are from New York. Waddy's from Queens. Ivan and I are the odd men out; he's from New Orleans. I'm an honorary New Yorker.
- Keith Richards, 1992

I'll drop a beat, (Steve)'ll pick it up and let it fly. We're playing with time, on this album particularly. But this is like life, right? What is life but playing with time? So on a musical level, that's what I'm doing. If you've got the right guys with you, you can let it flow and get a little daring without being clever. You want to push the edges, and strict time becomes less and less imoprtant, since you can always find the one. That obvious structure just gets boring and unnecessary... God knows what I'll do when I get back with the Stones and it's strict time again!
- Keith Richards, September 1992

Ambience is one of my favorite things. All the stuff that I cut, whether it's with the Stones or the Winos, it's all room sounds. I've got 10 microphones up in the sky - (waves arms) here, there, bring this one in, that one. The room is the important thing.
- Keith Richards, September 1992

We were there for weeks trying to finish this record. We were in New York, it was during the summer, I never saw the sun once. We'd come out in the morning, it would be gray. I'd get back to my room, sleep all day, get up at night and go back to the studio.
- Waddy Wachtel, in Keith Richards, Life (2010)

I'm not baring my soul, I'm trying to distill things and feelings that I've had through my life and I know for damn sure that other people have had, and I try and evoke them. The only songs that interest me could mean anything to anybody. I can draw back now on a lot of my life. I can hit an emotion, I can put them together better now. Vulnerability is an interesting thing. I always like to suggest it, because it's in everybody. If you can open up, you can open up other people as well.
- Keith Richards, 1992

We tried to avoid making too much sense of this record. To me, ambiguity and provocation and mystery is far more powerful and important. It's kind of like life - you're not quite sure what's going on... It's to do with accepting things, being able to ride it and at the same time not cutting it off. If things don't hurt at all, you're numb, and that's the worst. My songs are about where to touch and when to touch, about not knowing, a bafflement.
- Keith Richards, 1992



It sounds good to me. It sounds more like what we should have done the first time around - it sounds raunchier.
- Keith Richards, 1992

There's nothing on those two (solo) albums that I wouldn't proudly display at my funeral.
- Keith Richards, 2003



Richards' second solo album is even more delightfully focused than his first. Highlights include Wicked as It Seems, Eileen, and the searing 999. New Rolling Stones albums should rock this hard.  (3/5 STARS)

- Cub Koda, All Music Guide, 1992

The glorious return of Keith Richards... (T)he great man is in his element... The music spits, crackles and strokes through these grooves...It's all classic stuff.

- New Musical Express, October 1992

(W)hat can an old Stone be expected to do, except roll on pretty much as he's always done and what's more, in the case of Main Offender, do it just about as well as he's ever done it...(J)ust about all you could ask of a Keith Richards record. (4/5 STARS)

- Q, November 1992


Back to Glimmer Twins TrackTalk Menu.

Back to Main Page.