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Metamorphosis is the third compilation album of Rolling Stones music released by former manager Allen Klein's ABKCO Records (who usurped control of the band's Decca/London material in 1970) after the band's departure from Decca and Klein. Released in 1975, Metamorphosis centers on outtakes and alternate versions of well-known songs recorded from 1964 to 1970.


After the release of Hot Rocks 1964-1971 in 1971, an album entitled Necrophilia was compiled for release as the follow-up, featuring many previously unheard tunes. While that project failed to materialize - with More Hot Rocks (Big Hits & Fazed Cookies) being released in its place - most of the unreleased songs were held over for a future project. In 1974, in order to give it an air of authority, Bill Wyman involved himself in compiling an album he entitled Black Box. However, Allen Klein wanted more Mick Jagger/Keith Richard songs in the project for monetary reasons, and Wyman's version remained unreleased. Metamorphosis was issued in its place.

Most tracks that appear on side one of the vinyl album (thus all tracks up until "Try a Little Harder") are mainly demo songs, written by Mick Jagger and Keith Richards for other artists to perform. They were mostly recorded by session musicians like Big Jim Sullivan on guitar, Clem Cattini on drums, and Jimmy Page on guitar. On most of these tracks the only Rolling Stones member that appears is Mick Jagger. While "Out Of Time" and "Heart Of Stone" were already well-known, they appear here in drastically different renditions, alongside several other obscure recordings created up until the Sticky Fingers sessions of 1970.

Released in June 1975, Metamorphosis came out the same day as the band's authorized hits collection Made in the Shade and was also seen to be cashing in on The Rolling Stones' summer Tour of the Americas. While the critical reaction was lukewarm (many felt some of the songs were best left unreleased), Metamorphosis still managed to reach #8 in the US, though it only made #45 in the UK. Two singles, "Out Of Time" and a cover of Stevie Wonder's "I Don't Know Why" briefly made the singles charts.

Upon its initial release, Metamorphosis was released with 16 songs in the UK, while the American edition had only 13 - omitting tracks 3, 7, and 8.

In August 2002, the full UK edition of Metamorphosis was issued - for the first time - in a new remastered CD and SACD digipak by ABKCO Records.

The album's cover art alludes to Franz Kafka's novel: The Metamorphosis.


All songs by Mick Jagger and Keith Richards, except where noted.

   1. "Out of Time" – 3:22
         * The demo - with Mick Jagger on lead vocal - for Chris Farlowe's hit single version, recorded 27-30 April 1966
   2. "Don't Lie to Me" (Chuck Berry) – 2:00
         * Recorded on 12 May 1964
         * Incorrectly credited to Mick Jagger and Keith Richards on the album
         * Line Up: Mick Jagger (vocals), Keith Richards (guitar), Brian Jones (guitar), Charlie Watts (drums), Bill Wyman (bass), Ian Stewart (piano)
   3. "Some Things Just Stick in Your Mind" – 2:25
         * Recorded on 13 February 1964
         * The first version of this song to be released (in early 1965) was by the American duo Dick and Dee Dee, followed closely by the Vashti Bunyan recording.
   4. "Each and Everyday of the Year" – 2:48
         * Recorded in early September 1964
         * Bobby Jameson's version of this song features the same backing track as this recording. It was also covered by a group that went by the name of "Thee," both in 1965
   5. "Heart of Stone" – 3:47
         * Recorded 21 - 23 July 1964 with Jimmy Page on guitar and Clem Cattini on drums
   6. "I'd Much Rather Be With the Boys" – 2:11 (Andrew Loog Oldham/Richards)
         * Recorded in February 1965
         * Originally released by The Toggery 5 in 1965.
   7. "(Walkin' Thru The) Sleepy City" – 2:51
         * Recorded in early September 1964
         * Originally released by The Mighty Avengers in 1965
   8. "We're Wastin' Time" – 2:42
         * Recorded in early September 1964
         * Originally released by Jimmy Tarbuck in 1965
   9. "Try a Little Harder" – 2:17
         * Recorded on 13 February 1964
  10. "I Don't Know Why" (Stevie Wonder/Paul Riser/Don Hunter/Lula Hardaway) – 3:01
         * Recorded on 3 July 1969, the same night that Brian Jones died. The music after the stop was spliced in at a later stage. The second slide guitar solo by Mick Taylor is a copy of the first solo
         * Incorrectly credited to Mick Jagger, Keith Richards and Mick Taylor on the first pressing of the album. The credits were corrected with the second pressing and on the 2002 SACD version
  11. "If You Let Me" – 3:17
         * An Aftermath outtake, recorded 3 - 6 March 1966
         * Line Up: Mick Jagger (vocals), Keith Richards (guitar), Brian Jones (guitar), Charlie Watts (drums), Bill Wyman (bass), Ian Stewart (piano)
  12. "Jiving Sister Fanny" – 2:45
         * Recorded in June 1969, Mick Taylor on lead guitar
  13. "Downtown Suzie" (Bill Wyman) – 3:52
         * Recorded on 23 April 1969 under the original title "Sweet Lyle Lucie". It features Ry Cooder on open G tuned guitar, and is in fact the very first Rolling Stones track recorded in open G-tuning
  14. "Family" – 4:05
         * Recorded on 28 June 1968
         * Line Up: Mick Jagger (vocals), Keith Richards (guitars), Charlie Watts (drums), Bill Wyman (bass), Nicky Hopkins (piano), Jimmy Miller (percussion)
  15. "Memo From Turner" – 2:45
         * Recorded on 17 November 1968
         * Line Up: Mick Jagger (vocals), Keith Richards (guitar), Charlie Watts (drums), Bill Wyman (bass), Al Kooper (guitar)
  16. "I'm Going Down" – 2:52
         * Recorded 14 - 15 July 1970 as a Sticky Fingers outtake
         * Credited to Mick Jagger, Keith Richards and Mick Taylor on the first pressing of the album. The credits were changed to 'Jagger/Richards' with the second pressing and on the 2002 SACD version Although often thought of as a "Keith Richard" riff, The guitar part was actually written by Mick Taylor. Richards does not perform on the song.
         * Line Up: Mick Jagger (vocals), Mick Taylor (guitars), Stephen Stills (guitars) Charlie Watts (drums), Bill Plummer (bass), Bobby Keys (sax), Rocky Dijon (percussion)

track 1 on mine is Out of Time

mine is a 2002 ABKO Records release
DSD REMASTERED

i used to have this record back when it came out and i lent it to a friend to listen to and i never got it back.  one of the biggest mistakes of my life.
some great oldie songs on this.

i disagree glencar the early stuff  is a great  .the faux spector sound is in fact not a bad knock off . As Deathgod says Much Rather be with the Boys shows the roots of the tough guy ballad  but also early signs of the sexual ambiguity (i.e. - gayness) that  jagger not to mention bowie and a legion of imitators ( for good or ill) would amplify and make more pronounced later on. I'd give Oldham a lot of "credit" for that. This release also shows  that his role in the stones rise should never be underestimated.

also they show that as writers m & K were  doing 1st rate stuff from the start  - Heart of Stone (1964!!) is as fully realized  a song, in terms of  writing and production, as as any of their originals up to BB and can still sit comfortabley with much after  - so too OOT, a great piece of original Brit - Pop.

We're Wasting Time and Heart of Stone also demonstrate the band weren't exactly waiting around for Gram Parsons to show up so they could discover country music

Deathgod wrote on Jul 27^th, 2008 at 7:19pm:



Mick can do Keef riffs, and Keef can do Jagger like ballads, like Almost Hear You Sigh.