Faces were an English rock band formed in 1969 by members of Small Faces after lead singer/guitarist Steve Marriott left that group to form Humble Pie. The remaining Small Faces—Ian McLagan (keyboards), Ronnie Lane (bass guitar, vocals), and Kenney Jones (drums and percussion)—were joined by Ronnie Wood (guitar) and Rod Stewart (lead vocals), both from the Jeff Beck Group, and the new line-up was renamed Faces.

The first collaboration among the future Faces was in a formation called Quiet Melon, which also featured Wood's older brother Art Wood and Kim Gardner; they recorded four songs and played a few shows in May 1969, during a break in Ronnie Wood's and Rod Stewart's commitments with The Jeff Beck Group. Later that summer Wood and Stewart parted ways with Beck and joined Lane, McLagan and Jones full-time. Prior to any releases by the new Faces lineup, Wood and McLagan appeared on Stewart's first solo album in 1969, An Old Raincoat Won't Ever Let You Down (known as The Rod Stewart Album in the US). The rest of the backing band on the album included drummer Micky Waller, keyboardist Keith Emerson and guitarists Martin Pugh (of Steamhammer, and later Armageddon and 7th Order) and Martin Quittenton (also from Steamhammer).

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