Side one
1. "Around and Around" (Chuck Berry) 3:03
2. "Confessin' the Blues" (Jay McShann/Walter Brown) 2:46
3. "Empty Heart" (Nanker Phelge) 2:35
4. "Time Is on My Side" (Jerry Ragovoy) 2:50
5. "Good Times, Bad Times" 2:32
6. "It's All Over Now" (Bobby Womack/Shirley Womack) 3:27
Side two
7. "2120 South Michigan Avenue" (Nanker Phelge) 3:41
8. "Under the Boardwalk" (Arthur Resnick/Kenny Young) 2:48
9. "Congratulations" 2:28
10. "Grown Up Wrong" 2:04
11. "If You Need Me" (Wilson Pickett/Robert Bateman) 2:03
12. "Susie Q" (Dale Hawkins/Stan Lewis/Eleanor Broadwater) 1:51
All songs written and composed by Mick Jagger and Keith Richards, except where noted.
Mick Jagger – lead vocals, harmonica, and percussion
Brian Jones – electric and acoustic guitar, harmonica, tambourine and backing vocals
Keith Richards – acoustic and electric guitar, and backing vocals
Charlie Watts – drums and tambourine
Bill Wyman – bass guitar and backing vocals
Additional musicians:
Ian Stewart – piano and organ
