After the band's preceding studio album Tattoo You (1981) was mostly patched together from a selection of outtakes, Undercover was their first release of all-new recordings in the 1980s.

Besides the other principal band members, including guitarist Ronnie Wood, bassist Bill Wyman, and drummer Charlie Watts, the album featured many guest musicians.

Jagger was keenly aware of new styles and wanted to keep The Rolling Stones current and experimental, while Richards was seemingly more focused on the band's rock and blues roots.

Musically, Undercover appears to duel between hard rock, reggae and new wave, reflecting the leadership tug of war between Jagger and Richards at the time.

"Pretty Beat Up" is largely a Ronnie Wood composition, and Jagger and Richards were both reportedly reluctant to include it on the album.

Undercover was the fourth consecutive Rolling Stones album to have its art direction handled by Peter Corriston (who had won a Grammy for his work on Tattoo You), with concept origination, photography and illustration by Hubert Kretzschmar.

[10] On the other hand, Robert Christgau called it a "murky, overblown, incoherent piece of shit" and labelled it the band's "worst studio album.

While some critics tended to blame the production, a large part of the album was done in a hard-rock style ("She Was Hot", "Too Tough", "All the Way Down" and "It Must Be Hell"), leading many to fault the inconsistent material.

The original cassette release includes the verse "You sure look good to me, so what's it gonna be, it's up to you to choose, I'll make you an offer you can't refuse".