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The song was recorded in 1993 and '94 at Ronnie Wood's Ireland home, Sandymount Studios, and A&M Recording Studios in Los Angeles. The song features Mick Jagger on lead vocals and acoustic guitar, Wood and Keith Richards on electric guitars (Wood performs the guitar solo,) Charlie Watts on drums, Darryl Jones on bass, Chuck Leavell on piano, Benmont Tench on organ, and percussion by Lenny Castro.
The song is credited to Jagger and Richards, but is largely the work of Jagger. According to Jagger: "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 [Wood]'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."
- "Out of Tears" (Don Was Edit) - 4:21
- "I'm Gonna Drive" (LP version) - 3:41
- "Sparks Will Fly" (Radio Clean) - 3:14
- "Out of Tears" (Bob Clearmountain Remix Edit) - 4:21
- "So Young" - 3:23