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SIDE 1:
1. "Everybody Needs Somebody to Love" (Solomon Burke, Jerry Wexler, Bert Russell) – 5:03
2. "Down Home Girl" (Jerry Leiber, Arthur Butler) – 4:11
3. "You Can't Catch Me" (Chuck Berry) – 3:38
4. "Time Is on My Side" (Norman Meade) – 2:58
(This is the "guitar" version of this song, as opposed to the original version with the organ intro which appeared on 12 X 5)
5. "What a Shame" (Mick Jagger, Keith Richards) – 3:03
6. "Grown Up Wrong" (Mick Jagger, Keith Richards) – 1:50

SIDE 2:

1. "Down the Road Apiece" (Don Raye) – 2:55
2. "Under the Boardwalk" (Arthur Resnick, Kenny Young) – 2:46
3. "I Can't Be Satisfied" (McKinley Morganfield) – 3:26
4. "Pain in My Heart" (Naomi Neville) – 2:11
5. "Off the Hook" (Mick Jagger, Keith Richards) – 2:33
6. "Susie Q" (Eleanor Broadwater, Dale Hawkins, Stanley Lewis) – 1:50

SIDE 1:
1. "Everybody Needs Somebody to Love" (Solomon Burke, Jerry Wexler, Bert Russell) – 5:03
2. "Down Home Girl" (Jerry Leiber, Arthur Butler) – 4:11
3. "You Can't Catch Me" (Chuck Berry) – 3:38
4. "Time Is on My Side" (Norman Meade) – 2:58
(This is the "guitar" version of this song, as opposed to the original version with the organ intro which appeared on 12 X 5)
5. "What a Shame" (Mick Jagger, Keith Richards) – 3:03
6. "Grown Up Wrong" (Mick Jagger, Keith Richards) – 1:50

SIDE 2:

1. "Down the Road Apiece" (Don Raye) – 2:55
2. "Under the Boardwalk" (Arthur Resnick, Kenny Young) – 2:46
3. "I Can't Be Satisfied" (McKinley Morganfield) – 3:26
4. "Pain in My Heart" (Naomi Neville) – 2:11
5. "Off the Hook" (Mick Jagger, Keith Richards) – 2:33
6. "Susie Q" (Eleanor Broadwater, Dale Hawkins, Stanley Lewis) – 1:50
:
Mick Jagger – lead vocals, harmonica, tambourine, and percussion
Brian Jones – guitar and slide guitar, backing vocals
Keith Richards – guitars and backing vocals
Charlie Watts – drums and percussion
Bill Wyman – bass guitar and backing vocals
:
Jack Nitzsche – piano, 'Nitzsche' phone, and tambourine
Ian Stewart – piano

:
Produced by Andrew Loog Oldham
Recorded at Chess, Chicago and Regent Sound, London
Arranged by The Rolling Stones
Cover photograph: David Bailey

:
Mick Jagger – lead vocals, harmonica, tambourine, and percussion
Brian Jones – guitar and slide guitar, backing vocals
Keith Richards – guitars and backing vocals
Charlie Watts – drums and percussion
Bill Wyman – bass guitar and backing vocals
:
Jack Nitzsche – piano, 'Nitzsche' phone, and tambourine
Ian Stewart – piano

:
Produced by Andrew Loog Oldham
Recorded at Chess, Chicago and Regent Sound, London
Arranged by The Rolling Stones
Cover photograph: David Bailey

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