“To make the album, the Stones returned in May 1965 to Chess Studios, in Chicago, home of their blues idols and the place where the Stones themselves had recorded parts of 12 x 5 the year before. They completed Out of Our Heads at sessions in Hollywood and London” (DeCurtis).

“Like its three predecessors, Out of Our Heads draws heavily on the work of American R&B musicians who were all but unknown to white teenagers both in this country and in the United Kingdom. The Stones delivered raw covers of Don Covay's Mercy Mercy, Otis Redding's That's How Strong My Love Is (an apex of Stones live shows of the period), Sam Cooke's Good Times, Solomon Burke's Cry to Me and Marvin Gaye's Hitch Hike” (DeCurtis).

“I'm All Right (based on a Bo Diddley sound) showed their '65 sound at its rawest, and there are a couple of fun, though derivative, bluesy originals in The Spider and the Fly and The Under Assistant West Coast Promotion Man” (Unterberger).

The album’s breakthrough, however, was that “the Stones finally proved themselves capable of writing classic rock singles that mined their R&B/blues roots, but updated them into a more guitar-based, thoroughly contemporary context” (Unterberger). On The Last Time and “the riff-driven” (Unterberger) Satisfaction “Jagger found the theme – petulant dissatisfaction – that best suited the persona he had been developing, and Keith Richards assumed his mantle as King of the Riff” (DeCurtis).

The latter “made them superstars in the States and defined their sound and rebellious attitude better than any other single song” (Unterberger). It “pegged the Stones as the bad boys of rock. The song's sexual references triggered hand-wringing in the mainstream media, bringing down precisely the kind of heat the band thrived on. Their defiance made the Stones heroes of the then-burgeoning counterculture” (DeCurtis).

Also included is the “menacing, folky” (Unterberger) Play with Fire. However, this and the aforementioned singles didn’t make the cut on the British version of the album. “The usual assumption is that the British-issued Rolling Stones albums of the mid-'60s are, like the Beatles' British LPs of the same era, more accurate representations of the group and their work than their American equivalents; the latter were tailored to the U.S. market and usually had singles that had been recorded and released separately added to their programming. The reality, however, is that the group's British LPs were almost as much of a hodgepodge, but just devised differently” (Eder). Only six songs appear on both albums; the other half dozen tunes from the U.K. edition of Out of Our Heads show up on the U.S. albums Now! and December’s Children (And Everybody’s).