Richards returned to the studio between The Rolling Stones' Steel Wheels and Voodoo Lounge albums to record his second solo album, Main Offender. The album reunited him with his fellow X-Pensive Winos Steve Jordan and Waddy Wachtel, both of whom co-produced with Richards and played on the LP. Charley Drayton and Ivan Neville of the Winos also queued up to join Keef once again, lending a sonic consistency to Talk Is Cheap, Main Offender, and Live at the Hollywood Palladium.
Sessions took place in various studios in spring and summer 1992, with vocalists Sarah Dash (of Labelle), Bernard Fowler (of The Rolling Stones' organization) and Babi Floyd participating as well as a woodwind section. Main Offender was released on the Virgin label in October 1992 and was greeted warmly. The 11-track album featuring ten original songs plus a cover of blues staple “Key to the Highway” ultimately yielded two hit singles, “Wicked as It Seems” and “Eileen”.