Why do my thoughts loom so large on me?
They seem to stay for day after day
And won't disappear. I've tried every way
But she smiled sweetly (3x)
And says don't worry.
Oh no no no
Where does she hide it inside of her
That keeps her peace most every day
And won't disappear? My hair's turning gray
"There's nothing in why or when.
There's no use trying. You're here thinking again
And o’er again."
That's what she said so softly.
I understood for once in my life
And feeling good most all of the time
[Chorus: O no no no (3x)]
The album Between the Buttons, buoyed by the popularity of Ruby Tuesday, sold fairly well, but met with resistance from that portion of Rolling Stones fans that preferred their group to have a harder edge. On this album the Rolling Stones let their bad boy image slip a little bit, and took the challenge of meeting some of the pop music aesthetic that had begun developing in the psychedelic period. Their producer Loog Oldham was delighted with overdubbing on the four track recorder, a technique that gave the album a more polished and distant sound than most of the Stones’ music. (This would be the last album Loog Oldham would produce for them.) The album introduced a series of songs that were accompanied by wordless vocal parts in counterpoint to the main melody, similar to the work of the Beatles and the Kinks. These wordless vocal counterpoints would prove to be one of the mainstays of the Stones during their psychedelic period. However, like the album Aftermath that preceded it, Between the Buttons was a mixed bag of psychedelia, pop, R&B and rock & roll. (Ostensibly Between the Buttons is an English expression for being “undecided” or “up in the air”.) At a time when only Donovan’s somewhat successful Sunshine Superman album (#11 U.S.) and the as yet unpopular initial The Doors album were psychedelic in the majority of their cuts, the mixed bag format was still the best way for an album to reach the top of the charts. Shortly thereafter, psychedelic music would be such a dominant aesthetic that entire albums could be labelled as psychedelic in concept. That moment was just a season away.
She Smiled Sweetly features a pipe organ backed by piano and a thundering electric bass. Pushing the organ sound forward was unusual for the time, though Brian Wilson had used it somewhat sparingly in the Beach Boys album Pet Sounds. (The song perhaps also owes to Brian Wilson the song’s lyrics, echoing Don’t Worry Baby.) Subsequently, the prominence of the organ sound would become one of the characteristic sounds of the psychedelic era. Steve Winwood’s blues organ playing for the Spencer Davis Group, beginning with Gimme Some Lovin’, high in the U.S. singles charts about the time of the release of Between the Buttons, was influential in promoting the organ-led song. One of the biggest hits of psychedelia was the organ-led Whiter Shade of Pale, by Procol Harum during the Summer of Love, with a classical baroque setting more related to She Smiled Sweetly than other uses of the instrument at the time.
Although most unusual for a Rolling Stones song, Mick Jagger is reported as saying that She Smiled Sweetly was originally meant to convey religious feeling, and that sometime along the way of writing the lyric the “He” changed to “she”. Putting God in the song makes some sense due to the hymn-like organ accompaniment, especially as a means for faith to quiet restless thoughts, but it’s difficult to think of God, for whatever reason, “smiling sweetly”. He must have been doing something else before the lyrics and gender changed. The chorus is further disruptive to logic in the change of tense from the thrice stated past tense of “smiled” to the present continuous tense of “says”. Also, the link between the verses and chorus, turning on the conjunction “but”, is sometimes jarring to sense, especially in the last instance.
She Smiled Sweetly is again one of the rare examples of a Rolling Stones song that isn’t misogynistic, although it’s no love song for females. Some music critics have likened the melody to Bob Dylan’s Just Like a Woman.