Besides the key band members of singer Mick Jagger, guitarists Brian Jones and Keith Richards, bassist Bill Wyman, and drummer Charlie Watts, the album also contains musical contributions from former Rolling Stones member Ian Stewart, and frequent collaborator Jack Nitzsche. It was produced by the band's manager Andrew Loog Oldham.
As with the prior two albums, it consists mostly of covers of American blues, soul and rhythm and blues songs, though the band wrote some of their own material for this album (4 out of the 12 tracks on the UK version, and 6 out of 12 for the US version). The American version contains "(I Can't Get No) Satisfaction", which would be the band's first number one US hit, and would go on to top the charts in 10 other countries, including the band's native UK, and being ranked as the second greatest song of all time by Rolling Stone.
Out of Our Heads became the group's first number one on the American Billboard 200 album chart; in the UK it charted at number two.