12 X 5

12 X 5 includes material recorded by the Stones at Chicago's Chess Studios (home to the band's idols Muddy Waters and Howlin' Wolf) on their first US tour. Though this document of the group's early R&B period kicks off with a couple of covers from unsurprising sources (Chuck Berry's "Around and Around,") Mick and Keith waste little time in displaying their own compositional acumen. The acoustic-based, bluesy "Good Times, Bad Times" harkens back to even earlier, more seminal Stones influences than Berry, as does the instrumental "2120 South Michigan Avenue," where the blues-obsessed Jagger's harp is featured a la his hero Little Walter.

The downbeat, Arthur Alexanderish "Congratulations" is an effective expression of romantic melancholy, complete with acoustic guitar solo. The slide guitar chords on "Grown Up Wrong" echo another early blues influence, Elmore James. The milestones on this album are two R&B covers to which the Stones take more than a rote approach, "It's All Over Now" and the majestic "Time Is On My Side," which they make completely their own.

The best of the Stones' first three albums of hopped-up R&B, 12 x 5 hints at why there was more to this quintet than to blues-reviving brothers like the Yardbirds and the Animals. From the opening version of Chuck Berry's "Around and Around," Mick Jagger sings with a charismatic mixture of sexuality and menace. Even as a teenager--he actually looks alive in the 1964 album sleeve photo--Keith Richards shows a rare bluesman's confidence. It's unclear why covers of "Time Is on My Side" and "It's All Over Now" have become classic hits while the equally great "Susie Q" remains obscure. --Steve Knopper