NEW YORK (AP) - There are nights Keith Richards will be

riding in his limo when a song he likes comes on the radio.

He'll start snapping his fingers, swaying his head, tapping

his feet. Only after several seconds, when the vocals kick

in, will he realize he's been listening to a Rolling Stones record.

Telling the story makes him laugh, but the guitarist has

grown tired of keeping up with his public self: the tough

guy, the down-and-dirty rock 'n' roll gypsy, the one-time

heroin addict, the non-stop partier who used to keep people

guessing how many nights he could last without any sleep.

"When you're an outlaw, you learn how to become a gentleman,"

he said with a boyish smile. "My reputation, for what it

was, has come down to odd meetings with people who aren't

gentlemen. I don't look for trouble, you know, I never did.

I attracted it for a long time, but it kind of made a gentleman

out of me."

It seemed that way during a recent interview. Speaking one

evening at his Broadway office suite, he was in a mellow

mood, as engaging and easygoing as any 48-year-old would

be who has survived the reputation of being Keith Richards.

His appearance is casual: black sweater and corduroys, a

headband reining in his unruly hair like string around a

clump of twigs. The setting is intimate, a small room containing

a VCR; a reel to reel; an old couch; a simple black table,

and pictures on the walls, mostly of Richards and the Rolling

Stones, but also one of their friendly rivals, the Beatles,

circa 1964.

It is a long, rambling conversation, full of jokes and philosophy,

loosened a bit by cigarettes and a couple of glasses of

vodka and orange soda. Richards' thoughts come in fits and

starts, like puffs of smoke from an old chimney. When he

lets out a low, devilish laugh, you can almost see him placing

the contract before you, asking you to sign on the dotted


He has completed his second solo record, "Main Offender,"

and, thank goodness, there's none of the controversy that

surrounded the "Talk is Cheap" album four years ago: no

poring through lyrics looking for dirt on Mick, no bad blood

being spilled in the press.

The songs, all written or co-written by Richards, include

Stonesy rockers such as "Eileen" and "Wicked as it Seems";

the ballads "Hate it When You Leave" and "Yap Yap,"

and a reggae number, "Words of Wonder."

"With `Talk is Cheap,' I was well aware that I'd said I'd

never make a solo record and I was doing it. It's like `Read

my lips,' except I wasn't doing it to get elected," Richards

said with a laugh.

"It was necessary to work. `Talk is Cheap' came out of

necessity. ... I had never made an album by myself, and

I had to be the focus of the whole thing. I felt I had had

a very cushy life in a way. I could direct things, but I

wasn't the number one man. I let Mick take that."

For "Main Offender," Richards felt less in need of proving

himself, more at ease with being the lead singer, grateful

his backing band, the X-Pensive Winos, had returned intact:

drummer Steve Jordan, bassist Charlie Drayton, guitarist

Waddy Wachtel; keyboard player Ivan Neville.

He also wasn't dealing with the guilt of using songs for

his own record. The Stones have always been like a marriage

to him, one to which he maintained strict fidelity, but

over the past few years it has become a more open relationship.

"That was the biggest fear I had at that time; the reason

I didn't want to do this solo stuff is exactly that reason.

If I write a song, do I keep this for myself or give this

to the band? That was the biggest stumbling block.

"I handle it by doing this: What songs come out of me when

I'm doing the Winos, are for the Winos. What songs I'm doing

with the Stones, I give to the Stones."

But all is not calm; it never seems to be where the Stones

are concerned, not after all the drug busts and bad vibes,

not after Altamont and the death of founding member Brian

Jones, not after Richard's nasty, public feud with Jagger

in the 1980s.

At times, Richards must feel like the owner of a beautiful,

but aging mansion: As soon as one leak gets fixed, another

pipe bursts. Now that he and Jagger have patched things

up, the band is again in conflict, with bassist Bill Wyman

saying he wants out.

"Basically, he's said he ain't (playing on the next record).

At the same time, people who see him - my spies - some say

he means it, but people who have known him longer get the

impression when the call goes out he'll be there," said

Richards, who is due back in the studio with the Stones

early next year.

"I got to go see him in the next few weeks," Richards

said. "I just want to sit down with him, `In or out, tell

me Bill."'

Why is Wyman, 56 years old and a Rolling Stone for more

than half that time, longing to quit? He hasn't said publicly.

Richards has his own ideas.

"Somebody suggested to me, and I would have never thought

of it, until I started to think back on the last tour: Bill

does not want to get on a plane anymore.

"Maybe through his computer, with his millions of miles

in the air, he figures the odds are against him. On our

last American tour, he was driving whenever he could possibly

get to the next gig without taking a plane. It could be

something like that. Suddenly this starts to loom on me

as a possibility.

"So if it's true, Bill," he said, breaking out in laughter,

"I'll buy you a parachute!"

Jokes aside, replacing Wyman would be far trickier than

his near mummified stage presence suggests. As much as Jagger's

rubber-lipped persona, what's kept this band going is its

fluid, matchless rhythm section: Richards, Wyman and drummer

Charlie Watts, so in synch Wyman once boasted all he needed

to do was "lay back and fatten the sound."

"It ain't going to be easy, for sure, at the same time,

it's not impossible," Richards said.

"If you pare it all down, you got Charlie and Mick and

me, and Ron Wood, who's been there 17 years. Much as I prefer

not to, the Stones could still do the job and not lose their

identity," Richards said. "We're all not wanting to believe

it, but in the next few weeks we have to stich it up in

way or another."

Whomever ends up on bass, Richards is convinced the band

is set to enter another "golden age." Forget the wrinkles

and gray hairs, the bald spot on the back of Watts' head;

Richards likens the Stones to his blues heroes: Waters,

Howlin' Wolf, Fred McDowell, musicians who kept on playing

in their 60s and 70s.

He offers an odd reason for his optimism: solo projects

- Wood's made a record, Jagger's completing one and Watts

has been touring with a jazz group. The downfall of most

bands, and it nearly happened to the Stones, is often caused

by the roving eyes of individual members. Richards, however,

believes it's for the best.

"Dusting off the Stones is not enough. You've got to work

pretty regularly. Practice makes perfect, it's a horrible

cliche, but true. The Stones, supposedly, the greatest rock

and roll band in the world, if you don't work together for

two years you sound like crap."

"The fact I know Charlie's working pretty continuously,"

Richards added, "is the greatest comfort in the world.

If he and I are well oiled and we've been playing, we come

together immediately. If we haven't been playing, it's like

cabaret. You can't just jump into it."

His mission, Richards says, is to make the music grow up,

to complete the journey he started all those years ago.

One of his signature songs is the classic rocker, "Happy,"

but he has always had a wary, fatalistic edge, a keen sense

of the darker side of life.

On the last Stones album, "Steel Wheels," Richards contributed

the ballad "Slipping Away," a song about aging, about

the sun and the moon and all the other things beyond his


You can understand what he's getting at as he ticks off

his list of absent friends: Waters, Jones, John Lennon,

Jimi Hendrix, Stevie Ray Vaughan, Eddie Kendricks. He spoke

of the death of the great soul singer Otis Redding, who

died in a plane crash 25 years ago, before Richards had

the chance to meet him.

"I always figured I had years," he said. "You figure,

`Hey, he's my age, we'll get together some time.' He's cut

one of my songs (`Satisfaction'), we've met in that way.

I knew most of the guys in his band: `Hey, Otis, sends his


"I figure we'd meet, and that time will probably come yet,

but not in the same location."

He looked up at the ceiling, wistfully, and smiled. He then

looked down - and laughed.

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