Small Faces is the second studio album by Small Faces, released through Immediate Records on 23 June 1967. Although this was their first album for new manager Andrew Loog Oldham's Immediate label, recording actually commenced during their tenure with Decca Records, whom they left in January 1967 after severing professional ties with original manager Don Arden. As a result of the switch of label and management, Decca and Arden released an outtakes compilation album, From the Beginning in early June 1967 in order to sabotage the chart success of the Immediate Small Faces release - something that it managed to do to some extent when From the Beginning reached number 17 in the UK charts. The Immediate album shares its name with their 1966 Decca debut album, which has led to some confusion regarding the titles. As a result of this, it has been unofficially dubbed The First Immediate Album by several fans.

The album is considered to be the artistic breakthrough for the group in terms of songwriting and composition, and marks their transition from a mod-influenced blue-eyed soul/R&B band to a psychedelic studio group, which they were then seen as from this point until their breakup in early 1969. 'Small Faces' was recorded over a lengthy (by the standard of the time) period of nine months, during the band's tenure on both Decca and Immediate Records, at two separate studios. It is their first LP to contain solely original compositions. Thirteen of the album's fourteen tracks were either written or co-written by Steve Marriott and Ronnie Lane, in contrast to the group's 1966 debut, in which only seven of the twelve tracks are credited to the band, with the remaining tracks being written by artists such as Kenny Lynch and Ian Samwell, or being R&B covers that were parts of the group's early repertoire.

The album incorporates a blend of several different moods and genres of music, ranging from the relatively straight-up R&B of "Talk To You", the blue-eyed soul balladry of "My Way of Giving" and the brass-driven, bouncy soul-pop of "All Our Yesterdays", to the more complex baroque pop of "Show Me the Way" and "Feeling Lonely", and the power pop and psychedelia of tracks such as "(Tell Me) Have You Ever Seen Me" and "Green Circles". The album also marks the debut of Ian McLagan as a solo composer, contributing his song "Up the Wooden Hills to Bedfordshire" which is the first of two compositions for the group credited to him alone (the second being "Long Agos and Worlds Apart" from Ogdens' Nut Gone Flake). It is also the first studio album by the group where McLagan plays on all tracks, whereas on their debut album both he and Jimmy Winston are jointly credited as keyboardist (about half of the debut album was recorded with Winston in June–September 1965, with the remaining tracks being recorded after McLagan joined the band in November 1965).

The album reached number 12 on the UK charts, becoming their only original studio album to chart outside the top-10 (both their debut album and Ogdens' Nut Gone Flake reached the top-5). Despite not containing a hit single, it was released in between their smash hits "Here Come the Nice" and "Itchycoo Park" and was highly regarded by other musicians, exerting a strong influence on a number of bands both at home and abroad. The album received mostly positive reviews from critics and fans alike, and has been featured on several best of lists, including Ultimate Classic Rock's list of Top 100 '60s Rock Albums, along with several lists by Mojo magazine. Many fans consider Small Faces to be the group's best album.

In 1966, the Small Faces managed to chart a top-5 album and four consecutive top-10 singles on the UK Singles Chart, including their number one hit "All or Nothing" which peaked in September 1966. The band had now developed a notable fanbase in the United Kingdom and mainland Europe. In a notable incident, fans of the band had, after a performance at the Boundary Park stadium, attempted breaking into the band's vehicle, even climbing on top of it. Of the occurrence, Ian McLagan stated the following:

"The pitch was already soggy and fans started to surround the car in their hundreds. Kids were climbing on the roof. "The ground was pretty soft and the car just wouldn't move. It was right in the middle of the pitch and it just started to go down and down and down. The four of us and the driver were getting the real horrors. The kids' faces were getting mashed up against the windows and I remember seeing one little kid being pushed down and her head disappearing out of sight. We were shouting "Look out for that kid" and then the roof of the car started to bow inward under the sheer weight of the kids on top. We were holding the roof up which was really starting to cave in and there wasn't much air in the car 'cos we couldn't open the windows which really set a panic in."

— Ian McLagan

Demand for a new album had increased towards the end of the year, and by late 1966, Small Faces had slowly started to abandon their rhythm and blues roots, in favour of more psychedelic direction. The Beatles' manager Brian Epstein held a party at their residence on 22 Westmoreland Terrace in Pimlico, London, and introduced them to LSD for the first time after serving them spiked orange pieces served on the plate. Most tracks on the album were conceived and written by December 1966 and the earlier parts of 1967 by Steve Marriott and Ronnie Lane. Ian McLagan wrote his first solo-song for the band, titled "Up the Wooden Hills to Bedfordshire"; This is the sole composition on the album that was not written or co-written by the Marriott/Lane partnership.