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Let it out/ From within/ Some you lose/ Some you win…
Written by: Jagger/Richards Recorded: Windmill Lane Studios, Dublin, Ireland, Nov. 3-Dec. 10 1993; Ronnie Wood’s Sandymount Studios, Kildare, Ireland, July 9-Aug. 6 and Sept. 1994; Don Was’ Studio and A&M Studios, Los Angeles, USA, Jan. 15-Apr. 1994
Mick Jagger: vocals, acoustic guitar Keith Richards: rhythm guitar Charlie Watts: drums Ron Wood: slide guitar Guest musicians: Darryl Jones (bass), Chuck Leavell (piano), Benmont Tench (organ), Lenny Castro (percussion), David Campbell (strings arrangements) *Data taken from Martin Elliott’s book The Rolling Stones Complete Recording Sessions 1962-2012
Not every Rolling Stones song begins with a roaring guitar riff. Out of Tears, from Voodoo Lounge(1994), starts somewhere quieter—at a piano in Ronnie Wood’s studio, where Mick Jagger shaped one of the band’s most emotional ballads. Built around a gentle melody and reflective lyrics, the track reveals a different side of the Stones: vulnerable, melodic, and surprisingly intimate.
Released as the third single from the album, the song showed that the band could still surprise listeners decades into their career. Instead of swaggering rock, Out of Tears leans into atmosphere, delicate piano lines, and a heartfelt vocal from Jagger, supported by Keith Richards, Ronnie Wood, Charlie Watts, and Darryl Jones.
The result is a beautifully crafted ballad that stands alongside classics likeAngieandFool to Cry—a reminder that the Stones’ emotional depth can be just as powerful as their rock ’n’ roll fire.
More about Out of Tears by The Rolling Stones
*By Marcelo Sonaglioni
A piano ballad born in quiet reflection
Among the many guitar-driven moments that define The Rolling Stones, Out of Tears stands apart as a deeply reflective ballad shaped at the piano. Written largely by Mick Jagger in Ronnie Wood’s studio, the song captures a rare moment of solitude in the creative process. Jagger later recalled sitting alone at the keyboard, experimenting with simple phrases until the emotional atmosphere revealed itself. That quiet setting helped produce the song’s melancholic tone, one that departs from the band’s typical swagger. Instead of confrontation or irony, the lyrics focus on the fragile aftermath of a relationship. Lines such as “I won’t cry when you say goodbye / I’m out of tears” express a resignation that feels intimate and sincere. Appearing on Voodoo Lounge(1994), the twentieth studio album by the Stones, the track revealed a softer side of the band—one where vulnerability, melody, and atmosphere carried as much weight as guitars and attitude.
From Voodoo Lounge to the charts
By the timeOut of Tears emerged as a single, Voodoo Loungehad already reestablished The Rolling Stones as a formidable recording act in the 1990s. The song was released as the third single from the album on November 1, 1994, eventually reaching number 36 on the UK charts on December 10. While not among the band’s biggest chart hits, it gained attention for its emotional tone and polished arrangement.
The single package included additional material that gave fans a deeper look at the track’s production. Among the versions released was the Bob Clearmountain Remix Edit, mixed by Bob Clearmountain at Right Track Studios in New York City in April 1994. Another track,I’m Gonna Drive, appeared alongside it, rounding out a release that highlighted the Stones’ ability to balance ballads with their more familiar rock material.
Critics noticed the shift in mood as well. Larry Flick of Billboard described the track as a “pop-friendly rock ballad” that presented Mick Jagger in a more sensitive light, while Music Week pointed out its unmistakable “last dance” atmosphere—something that made it feel perfectly timed for late-year listening.
Mick Jagger (1994): “There’s no set way to write songs. I used to say, Now we’re writing songs. I’m gonna sit at my desk. Out of Tears was a little bit like that, where I’m sitting at the piano in Ronnie’s studio going ‘Da da ding, da da ding’. Then you go and listen to it, and it’s got this really good mood because it’s you on your own. No one else is there, and you’re creating the mood. There’s a very sad mood to that song. The Stones are mainly a guitar band, but I think with a ballad sometimes it’s nice to move away from that. And when a song is written on a keyboard, you get a different sort of melodic structure.”
Recording the emotional atmosphere
The recording of Out of Tearsunfolded across several notable studios. Sessions took place in 1993 and 1994 at Ronnie Wood’s Ireland home, Windmill Lane Recording Studios in Dublin, and A&M Recording Studios in Los Angeles. These locations gave the band space to refine the song’s delicate balance between intimacy and full-band arrangement.
The lineup on the track reflected the collaborative strength of the Stones during the Voodoo Lounge era. Mick Jagger handled lead vocals and acoustic guitar, while Keith Richards and Ronnie Wood contributed electric guitars, with Wood performing the song’s memorable solo. The rhythm section featured Charlie Watts on drums and Darryl Jones on bass, forming the steady foundation beneath the melody.
Additional musicians helped shape the song’s rich texture. Chuck Leavell provided the central piano part that anchors the composition, while Benmont Tench added organ, subtly blending into the arrangement. Lenny Castro contributed percussion, enhancing the track’s rhythmic nuance without overpowering its emotional tone. Though credited to Jagger/Richards, the song is widely recognized as primarily the work of Mick Jagger, whose piano-based writing gave it a different melodic structure from the band’s usual guitar-led compositions.
Crafting the sound in the studio
The sonic character of Out of Tears owes much to the work done during mixing. Don Smith, who worked on the album at A&M Studios in Los Angeles, experimented with effects in order to give the song a distinctive atmosphere. His approach drew inspiration from John Lennon’s Imagine. Smith applied 15 ips tape slap to the drums to recreate that classic sound and then experimented further by applying the effect to the piano and eventually to other elements of the track. The idea echoed the layering techniques once associated with Phil Spector, though the final result remained far more restrained.
The finished mix achieved remarkable clarity while preserving a sense of depth and resonance. Even though the echo was relatively subtle, it added warmth and cohesion to the entire recording. One of the track’s most striking moments arrives around the 3:00 mark, when Ronnie Wood delivers a graceful slide guitar solo that recalls the expressive style often associated with George Harrison.
Sensitivity, strings and visual storytelling
Beyond its production techniques, Out of Tears highlights an evolving side of Mick Jagger’s songwriting. Earlier Stones material often approached relationships with biting humor or confrontation, but here the perspective feels more reflective and romantic. The singer explores heartbreak with restraint, revealing emotional nuances similar to earlier Stones ballads such as Angie, Let It Loose and Fool to Cry.
The arrangement plays a major role in reinforcing that mood. Chuck Leavell’s piano carries the melody, while Benmont Tench’s organ weaves gently through the background. A rich orchestral layer was added through the string arrangement written by David Campbell, a composer known for collaborations with artists such as Bob Dylan, Paul McCartney, Radiohead, and Muse.
To accompany the single, a music video directed by Jake Scott and produced by June Gulerman for Black Dog Films was released on November 28, 1994. Set within a shadowy Chicago apartment, the video mirrors the song’s melancholy tone with a moody visual narrative. Taken together, these elements—songwriting, arrangement, and imagery—turned Out of Tears into one of the quiet triumphs of Voodoo Lounge, a reminder that even a band celebrated for swaggering rock could create moments of genuine emotional depth.
Keith Richards (1994): “Both Mick and I like to do that. You can have an idea for a song, and you play it on guitar and it just doesn’t work. And then you try it on piano and suddenly it starts to make sense to you. Then you can go back to guitar and it all falls into place. To be able to write on a couple of different instruments gives you a whole different feel on a song.”
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