Guns N’ Roses ‘Use Your Illusion': The Stories Behind Every Song
The two-album, 30-song collection found Guns N' Roses fleshing out the feral, punkish hard-rock of their debut album, Appetite for Destruction, with sprawling piano ballads ("November Rain," "Estranged") and pseudo-progressive guitar epics ("Coma," "Locomotive"). Slash and Izzy Stradlin flexed their signature, sinewy blues-rock riffing on songs like "Dust N' Bones" and "Bad Apples," while Axl Rose spouted vitriol (and sparked even more controversy) on the misogynistic "Back Off Bitch" and the anti-media screed "Get in the Ring."
Like everything in their world circa 1991, the Use Your Illusion albums were messy, gargantuan affairs that claimed several casualties on their path to completion. Drummer Steven Adler was fired in July 1990 for an inability to manage his heroin addiction and replaced by Matt Sorum. Fed up with the band's assorted vices and dysfunctional schedule, a newly sober Stradlin quit in November 1991, less than two months after the release of both albums.
The Use Your Illusion albums were also, like all things Guns N' Roses, wildly successful, debuting in the top two spots on the Billboard 200 and selling a combined 14 million copies in the United States. The accompanying Use Your Illusion Tour lasted a whopping two and a half years, drawing massive crowds and generating endless controversy. Use Your Illusion I and II showed Guns N' Roses variously at their most bombastic, tender and venomous, proving just how far they had come since the pre-Appetite days — and how much they stood to lose.
Read on for a track-by-track guide to the Use Your Illusion albums, with links to more detailed stories for each song.
"Right Next Door to Hell"
The opening track on Use Your Illusion I found Rose doing what he did best: settling scores in spectacularly petty fashion. Rose wrote "Right Next Door to Hell" (or at least the chorus) about his neighbor at the time, Gabriela Kantor, who accused the singer of clubbing her in the head with an empty wine bottle on Oct. 30, 1990, and throwing her car keys over his 12th-floor balcony. Rose, in turn, told police that Kantor had repeatedly harassed him since the singer moved into his West Hollywood condo. Rose was arrested and charged with assault but released a few hours later on $5,000 bail, but his feud with Kantor lived on in "Right Next Door to Hell."
"Dust N' Bones"
Matt Sorum met Slash, Duff McKagan and Stradlin at a North Hollywood rehearsal studio on his first day as Guns N' Roses drummer in May 1990, and they immediately began fleshing out Stradlin's acoustic demos, including "Dust N' Bones." "I noticed that Slash and Duff built on the foundations and did something to the chord changes to come up with an ensemble riff," Sorum recalled in his book, Double Talkin' Jive. "They copied one other, essentially, on guitar and bass — with Izzy's roots rock rawness going on over the top. It struck me suddenly that this was precisely how the GNR sound was made. What filled the studio at the moment really was the band's sound."
"Live and Let Die"
Rose and Slash decided to try their hand at covering this Wings classic after realizing that they both were fans. "We didn't think we were good enough to get it done right, but Slash is doing most of the string arrangements on guitar with a harmonizer," Rose said in 1990. "To me it's like Tom Waits meets Metallica; it's the way I sing it, so rough and scratchy. It's working out really good, it sounds like us." Slash, meanwhile, complimented Rose's musical arrangements: "When we did 'Live and Let Die,' it was all synths — those horns are not horns. What Axl did there was really complex. He spent hours dialing all that shit in, getting the nuances just right, and I have to give him that."
The Top 10 power ballad "Don't Cry" has the distinction of being included on both volumes of the Use Your Illusion albums in markedly different forms. The Use Your Illusion I version is mostly hopeful and optimistic, with reassuring promises that "you'll be all right now, sugar," "you'll feel better tomorrow" and "there's a heaven above you." On II, however, the song becomes a paean to dark defeat, with Rose (assisted by Blind Melon's Shannon Hoon) intoning, "I was the one who's washing blood off your hands" and "I know the things you wanted, they're not what you have." "Don't Cry" is the first installment in the Illusion trilogy that also includes "November Rain" and "Estranged," and it boasts an appropriately epic, multimillion-dollar video from which Stradlin was notably absent, prompting a "Where's Izzy?" sign to briefly appear.
Guns N' Roses threw their headbanger fans a bone with the furious "Perfect Crime," a speed-metal maelstrom full of Slash's machine-gun riffing and Rose's furious screams. Stradlin brought the song to the Appetite preproduction sessions with Mike Clink, where they also cooked up future Illusion single "You Could Be Mine." "There’s a song called 'Perfect Crime,' which has got a pretty 'out there' solo in it," Slash said in 1992. "There's a lot more going on in my guitar playing than there used to be, and hopefully it'll always be like that, where I keep expanding."
"You Ain't the First"
Guns N’ Roses recorded the Stradlin-penned "You Ain't the First" after spending a boozy afternoon in a nearby club. "It's basically a drunken pirate song," Sorum recalled. "But we were in the perfect state of mind to track it.” Sorum admitted he was too drunk to even keep time on his bass drum, leaving the job to his roadie while he tried to play a tambourine. "The tambourine, if you listen to it, it's even a little wobbly, but it's kind of perfect,” he added. “So that's what you hear on the record – acoustic guitars, a bass drum, my tech playing it because I couldn't stand up, swinging a tambourine.”
Cowritten in the group's early days by Stradlin and longtime band friend West Arkeen, "Bad Obsession" channels Guns N' Roses’ love for the Rolling Stones and Aerosmith into a hip-swiveling blues-rock boogie, replete with Slash’s aggressive slide guitar work and harmonica and tenor saxophone courtesy of Hanoi Rocks frontman Michael Monroe. It's a feverish ode to many of the band members' drug of choice – heroin — with lyrics that are equal parts sardonic and harrowing. In one breath, Rose complains that his mother is "just a cunt now," and in another, he's confessing in his exaggerated Midwestern drawl, "I can't stop thinkin' 'bout seein' you one more time." Spoiler alert: The "you" is not his mother.
"Back Off Bitch"
Rose and Paul "Huge" Tobias cowrote "Back Off Bitch" in 1981, four years before Guns N' Roses formed. The song's blatantly misogynistic lyrics opened the band up to a yet another round of criticism, not long after the homophobic and racial slurs featured in "One in a Million" sparked widespread outrage and an onstage war of words with Living Colour. Rose defended his right to tackle "dangerous" topics in a 1992 Rolling Stoneinterview: "I've been doing a lot of work and found out I've had a lot of hatred for women. Basically, I've been rejected by my mother since I was a baby. She's picked my stepfather over me since he was around, and watched me get beaten by him."
"Double Talkin' Jive"
The opening lyric to Izzy Stradlin's effortlessly cool rocker — "Found a head and an arm in the garbage can" — was inspired by a grisly real-life event during the Illusion sessions. "It turned out that the cops found a dismembered arm and a head in the dumpster behind the studio," Slash wrote in his memoir. "All I know is that we didn’t do it, but Izzy turned the event into a lyric on 'Double Talkin' Jive.'" Onstage, Rose often dedicated the song to whoever had pissed him off that day — most notably actor Warren Beatty, whom he called a "parasite" and a "cheap punk."
"November Rain" embodies the space between the ambitious and far-reaching Illusion sets and the raw attack of Appetite for Destruction. Rose had workshopped the song for years, telling former bandmate Tracii Guns in 1983, "someday this song is gonna be really cool." The nine-minute epic boasted ornate piano melodies, synthesizer-programmed strings and three searing guitar solos by Slash, with an extravagant $1.5 million music video to boot. The excess paid off, as "November Rain" peaked at No. 3 on the Billboard Hot 100, marking Guns N' Roses' second-biggest hit behind "Sweet Child O' Mine."
Rose made a poor first impression when he failed to show up to Guns N' Roses' 1986 gig opening for Alice Cooper in Santa Barbara. Both artists eventually smoothed things over, and Cooper brought GNR out on a leg of his tour in support of 1987's Raise Your Fist and Yell. A few years later, Rose called Cooper in the middle of the night and invited him to guest on "The Garden." "I did my bit maybe three times, but Axl was a perfectionist," Cooper said, "almost to the point where you want to say, 'At some point, Axl, it’s gotta be good enough.'"
"Garden of Eden"
Guns N' Roses wore their punk influences on their tattered sleeves with the thrashing "Garden of Eden," a sub-three-minute rocker that found Rose taking shots at oppressive governments and organized religions. The video was a 180 from multimillion-dollar epics like "November Rain" and "Estranged," instead using a fisheye lens to capture the group performing the song in one take, with Rose mugging up front as his bandmates rock out behind him. Notably, "Garden of Eden" was featured in the first episode of Beavis and Butt-head, whose titular headbangers both liked and were befuddled by the video. "Axl is cool," Butt-head said as he tried and failed to sing along with the video. "Hey, Beavis, do you know how to read?"
"Don't Damn Me"
As Rose's fame swelled, so did his notoriety, and on "Don't Damn Me," he struck back at critics, who he felt were constantly taking shots at him. "It's trying to show people to realize their own personal power and their own abilities rather than going, 'Axl Rose is God,'" he said in 1991. "If a person is just idolizing me and not working on their own life, then we've failed with things we're trying to express in that song." "Don't Damn Me" is the only Use Your Illusion I song that Guns N' Roses has never played live. The reason, according to Slash, is purely utilitarian: "It was just too many words without a breath, and it just makes it really impossible to do it live."
Slash and McKagan decamped to Chicago in the summer of 1989 to write new material for the Use Your Illusion albums, waiting weeks for Rose to join them. Although Slash called the Chicago sessions a "huge waste," he admitted they produced "a few good tunes" – specifically, "Estranged," "Garden of Eden" and "Bad Apples." The swaggering, Stones-meets-Aerosmith "Bad Apples" was the only Use Your Illusion song to credit the four remaining original band members: Rose, Slash, McKagan and Stradlin. Still, the publishing splits on the new albums had become impossibly convoluted thanks to the help of outside songwriters and new band members, with Slash calling many of them "totally arbitrary."
Aside from being the sole writer of Use Your Illusion I's penultimate track, Rose also played acoustic guitar on "Dead Horse" and filmed part of the video, which comprises live footage from the Use Your Illusion Tour. Rose strapped a camera onto his skull to capture first-person footage of Guns' Kansas City show on Sept. 17, 1992, during their co-headlining tour with Metallica. "In case you might be curious about what this contraption is on my head," he told the audience, "I'm filming a little video tonight."
Slash came up with his "heavy guitar-riff mantra" when he and Stradlin were living together for about a month in early 1989 in the Hollywood Hills. The 10-minute behemoth was based around a "repeating pattern that got increasingly mathematical and involved in its precision as it progressed," Slash wrote in his memoir. The dizzying structure and lack of chorus made "Coma" a bear for rhythm guitarists Stradlin and Gilby Clarke, who confessed they never quite mastered the tune. It also challenged Rose on the lyrical front, though the singer eventually delivered a haunting story inspired by a stress-induced overdose he’d had several years earlier. Ultimately, Rose said "Coma" was "one of the best things that I’ve ever written."
The first track on Use Your Illusion II was a smorgasbord of aural Easter eggs, including a Cool Hand Luke sample, a whistled bit of the American Civil War song "When Johnny Comes Marching Home" and an excerpt of a speech delivered by a Peruvian Shining Path guerrilla officer. It should have been a mess, but instead it became one of Guns N' Roses' most beloved hard-rock epics and a set list staple with a still-relevant anti-war message. "Civil War" is the only Use Your Illusion song to feature Steven Adler, who was fired in 1990 due to his excessive drug use. The ousted drummer performed the song just once, on April 7, 1990 at Farm Aid IV in Indianapolis, where he fell while sprinting to the riser. It marked Adler's last live appearance as a member of Guns N' Roses.
Rose and Stradlin decided to make like Dr. Frankenstein after they both wrote songs titled "14 Years" for the Use Your Illusion albums. Stradlin handled lead vocals on the track, which the band played fairly regularly on tour until Stradlin quit in November 1991. Many people interpreted "14 Years" as an angry kiss-off to Rose in the wake of Stradlin's departure from Guns N' Roses, as they had been friends for roughly that long when the song was written. But when introducing the song to a Los Angeles audience in July 1991, Rose dedicated the song to "all of those who have the impression that we're any form of an overnight success." Rose and Stradlin ended up performing "14 Years" together at six concerts in 2012, suggesting that the song's subject matter wasn't a point of contention.
Guns N' Roses bade farewell to their checkered past in pursuit of an even messier future on the brisk, bluesy "Yesterdays." Cowritten by Rose, Billy McCloud and longtime band friends West Arkeen and Del James, "Yesterdays" received its live debut on Jan. 14, 1988, at the Coconut Teaszer club in Hollywood, where the group was joined onstage by Arkeen and James. They performed under the moniker Drunk Fux. The music video featured pictures of former band members Steven Adler and Izzy Stradlin, who had been replaced by Sorum and Clarke, respectively. As the recently fired Adler appeared onscreen, Rose sang pointedly, "Some things could be better if we’d all just let them be."
"Knockin' on Heaven's Door"
Bob Dylan's "Knockin' on Heaven's Door" entered Guns N' Roses' orbit during the summer of 1987, after Rose spent a few days in the hospital following a fight with a sheriff's deputy outside the Cathouse club in Los Angeles. "It was on Axl's mind and on my mind," Slash recalled. "But I never wanted to play it with the band, because I thought too many people covered it. But one night Axl came over to this place where I was staying, and he said, 'Let's do it.'" They debuted "Heaven's Door" on June 19, 1987 at the Marquee in London, where Rose dedicated the song to Jetboy bassist Todd Crew (who died of a drug overdose the following month) and improvised the "hey, hey, hey" call-and-response that would become a signature of their version. The cover became a setlist staple for decades, and Guns N' Roses famously played it on April 20, 1992 at the Freddie Mercury Tribute Concert.
"Get in the Ring"
Guns N' Roses' various controversies were catnip for the rock press, and on "Get in the Ring," Rose struck back at the journalists he deemed unscrupulous. The campy blues-punk number originated with McKagan under the title "Why Do You Look at Me When You Hate Me?" But a furious mid-song rant where Rose name-checked journalists such as Kerrang's Mick Wall and Spin founder Bob Guccione Jr. generated the most attention. "You be rippin' off the fuckin' kids while they be payin' their hard-earned money to read about the bands they wanna know about, printin' lies, startin' controversy," Rose raved. "You wanna antagonize me? Antagonize me, motherfucker! Get in the ring, motherfucker, and I'll kick your bitchy little ass! Punk!"
Motley Crue presented Guns N' Roses with the Best Metal Video award for "Sweet Child O' Mine" in 1989 at the MTV Video Music Awards. The band members were all smiles onstage, but the festivities soured when Vince Neil sucker punched Stradlin backstage for allegedly assaulting his wife Sharise a few weeks earlier at the Cathouse club in Los Angeles. The dustup is largely believed to have inspired Rose's scorching diss track "Shotgun Blues," which includes such vitriolic one-liners as "You, you can suck my ass / I think you're so low-class." Rose and Neil proceeded to trade barbs in the press for years and repeatedly challenge each other to a grudge match that never materialized.
"Breakdown" proved an apt title for Rose's piano-driven Use Your Illusion II song. "The guitar and bass parts had to be thought out and done precisely,” Slash noted in his 2007 memoir. "That song was hard on Matt especially — he lost it a few times trying to get the drums perfect." Sorum and Rose holed up in the studio one night to iron out the drums, kicking off a three-day marathon of work before the band cut the track. It was then that Sorum learned just what he had signed up for when he left the Cult to join Guns N' Roses. "That was a normal rock-band experience,” he said. "But this was different; the energy was intense. People's reactions were different when they found out that you were in the band, too.”
"Pretty Tied Up (The Perils of Rock 'N' Roll Decadence)"
Stradlin's swaggering Use Your Illusion II rocker was partially inspired by an encounter he had with a dominatrix when he was 19. "She gave us some tequila and she goes in the bedroom, and we walk in there and there’s this big fat naked guy with an onion in his mouth. He’s wearing women’s underwear and high heels, and he’s tied up with duct tape against the wall," he told Musician magazine in 1992. "Me and [Stradlin's friend] Tony were like, 'What the fuck is going on here?' Cracking up laughing." Inspiration for the song's electric sitar intro came from a band songwriting session, where a heroin-addled Stradlin fashioned an instrument out of household objects. "I remember that Izzy had taken a cymbal and a broomstick and some strings, and had made a sitar out of it,” Slash wrote in his 2007 memoir. “Needless to say… Izzy was pretty fucking high."
On "Locomotive," Guns N' Roses dabbled in the nascent funk-metal that groups like Faith No More, Red Hot Chili Peppers and Jane's Addiction had recently popularized. McKagan and Sorum's airtight grooves anchored the song, making room for Slash's dizzying solos and Rose's sneering vocals. The singer weaved a stunning tale of love gone bad, but it was no small feat. "I'd get these phone calls from the studio, and Axl would say, 'I fucking hate Slash. Have you heard this song "Locomotive" yet?'" former manager Doug Goldstein recalled. "'How the fuck am I supposed to write lyrics to this shit?' I'd go, 'Hey, man, I don't know. That's your gig, right? I do the management. You do the songwriting.'"
McKagan had an epiphany when he saw the cover of the Heartbreakers' L.A.M.F. album, beginning his lifelong infatuation with bandleader Johnny Thunders, who died five months before the Use Your Illusion albums came out. McKagan's "So Fine" was less a direct tribute to his hero than an homage to Thunders' chord usage. "Musically, he made it okay for us to start playing acoustic guitar, and to figure out some prettier chords that allowed us to take things to the next level," McKagan later told Kerrang!. "I have an acoustic guitar which is within reach a lot of the time, and as soon as I pick it up, I go to a D chord – which is because of Johnny Thunders."
This epic, heartrending Use Your Illusion II ballad channeled Rose's frustration and heartache over the dissolution of his marriage to Erin Everly. Whereas "November Rain" was a song about not wanting to grapple with unrequited love, "'Estranged' is about acknowledging it and being there, and having to figure out what the fuck to do," Rose said in the 1994 Making F@*!ing Videos documentary. "It's like being catapulted out into the universe and having no choice about it, and having to figure out what the fuck are you gonna do, because the things you wanted and worked for just cannot happen, and there's nothing you can fucking do about it." "Estranged" was accompanied by a bombastic $4 million video, which featured Rose leaping off an oil tanker into the ocean and being rescued by a pack of dolphins, and Slash ripping a solo atop the waves like a top-hatted messiah.
"You Could Be Mine"
Any uncertainty about Guns N' Roses' status as the biggest band in the world in the early '90s should have been dispelled when Arnold Schwarzenegger personally pitched the band to feature "You Could Be Mine" in Terminator 2: Judgment Day. Based on a Stradlin riff, the blistering track originated during the Appetite for Destruction rehearsals under the title "Cocaine Talking," though McKagan insisted the song had nothing to do with the band members' own drug use. While "You Could Be Mine" didn’t make the album's final cut, the lyric "With your bitch-slap rappin' and your cocaine tongue, you get nothin' done” appeared on the Appetite sleeve, like a portent of the future.
Rose drew a sharp line between Guns N' Roses' past and future on with "My World," an industrial rap-metal odyssey that angered soon-to-be-former bandmate Izzy Stradlin. "There was one song on that record that I didn't even know was on it until it came out, 'My World,'" Stradlin told Rolling Stone in 1992. "I gave it a listen and thought, 'What the fuck is this?'" Rose would pursue his industrial and electronic inclinations even further on "Oh My God," from 1999's End of Days soundtrack, and variously throughout 2008's long-awaited Chinese Democracy.
The 30 Wildest Moments From Guns N' Roses' Use Your Illusion Tour
Guns N’ Roses’ Most Underrated Songs