Despite his skull ring and knuckles-in-your-face stance, rock and roll's ultimate outlaw proves to be a charming conversationalist, equal parts rogue, seer, cultural historian and Peter O'Toole in My Favorite Year. Keith laces his answers with wheezy, rascally laughs and reckless cigarette jabs, and no subject seems taboo. Like his guitar playing with the Rolling Stones and the X-Pensive Winos, Keith's thoughts are intuitive and funky, stripped down to the essential.

Music editor Jesse Gress and I met with Keith a few days after Richards finished mixing Main Offender. He co-produced his second solo album with guitarist Waddy Wachtel and drummer Steve Jordan, who shared songwriting and production credits with Keith on 1988's Talk Is Cheap and Keith Richards and the X-Pensive Live at the Hollywood Palladium.

Although no other Stones appeared on Talk Is Cheap, Guitar Player called it the best Stones album in 17 years, and Main Offender mines the same vein. The grungy "999" projects a looseness worthy of Exile on Main Street. "Words of Wonder" taps into Richards' love of heartbeat reggae, while "Yap Yap," "Hate It When You Leave," and "Demon" reveal his gentler passions. "Wicked as It Seems," "Runnin' Too Deep," and "Will But You Won't" provide prime examples of Richards' distinctive open-G-tuned 5-string guitar style.

Jesse and I were looking at the photo of vintage fuzztones in the October '92 Guitar Player when Keith sauntered into the room, a large tumbler in hand. He peeked over our shoulders and began the interview.

"We burnt the amps up and turned the shit up, and it still wasn't right."

Oh, vintage fuzztones? Well, there's the first one [points to the Colorsound]. But where's that fucking "Satisfaction" one? They bunged me. I mean, it was a miracle. Whatever it was, it was the first one Gibson made [the Maestro Fuzz-Tone]. I was screaming for more distortion: "This riff's really gotta really hang hard and long," and we burnt the amps up and turned the shit up, and it still wasn't right. And then Ian Stewart went around the corner to Eli Wallach's Music City or something and came around with a distortion box. "Try this." It was as offhand as that. It was just from nowhere. I never really got into the thing after that, either. It had a very limited use, but it was just the right time for that song. The riff was going to make that song or break it on the length that you could drag that [sings fuzz line] -- unless you wanna get horns, which didn't work. We didn't have the time, and it wouldn't sound right. Yeah, it was one of those fortuitous things.

Distortion has become extremely popular again.

I suppose it's got something to do with the state of everybody's life. [Laughs uproariously.]

You've certainly been guilty of some pretty filthy guitar tones.

Yeah, man. Still lookin' for 'em.

"999."

It's bad, huh? Yeah, I figured you might be talking about that. Believe it or not, that's through a Palmer speaker simulator. A little box, no speakers. This is against all my principles, right? I plugged that mother in, and it's also through a Twin. But that sound basically comes out of the Palmer. Waddy and I are purists about amp sounds, but we couldn't deny that thing. At the right setting, it was, "Whoa! Hey! We can get this now, but it's taken a long time to find it."

Traditionally, how would you go about getting a nice distortion?

I'd set up that Twin and maybe slave a little Champ. Put it through the both of 'em and then mix. If I'm looking for some kind of distortion, I usually use two amps rather than go for it out of one thing, because I've always found that a really good distortion needs to come from two different places. Obviously it's not true for "Satisfaction," where it's an obvious thing, but you want some distortion and some clarity at the same time where you need it, so I'd rather put it through two amps and overload one of them.

Small amps?

Yeah. Champ or a little Silvertone, a Kay thing. I've got these little relics lying around, all of those weirdo amps. Bump that one up, use the other one for clear, and then you can mix the two in where you want them. It's very rare on a track that you want the same sort of distortion all the way through. I like to be able to play with it, so I can bring one amp up. Put them on separate tracks so you can juice the distortion where you want it. You have the opportunity to play around with it after you've played it, because when you're playing it, you're not going to hear exactly what's going down on the tape. You've got the cans on.

You have a Fender Twin that's serial number #A00003. Is that the third one made?

Yeah. It's a bad amp, man! I wish I'd had it from day one! It takes a while to find those

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