Use Your Illusion II

Recording Info

Additional information: They recorded at least 36 songs. "Crash Diet" was forgotten in the process. The week prior to the first gig in 1991, Slash, Duff and A&R man Tom Zutaut spent on busily mastering "Use Your Illusion" 1 and 2.

Equipment used: Duff: Fender Jazz Special; Matt: Yamaha rock tour custom drum kit with five toms

The Cover

The cover design is done by Mike Kostabi, who took out a piece of the painting titled "La scuola di Atene" (The School of Athens) and edited it. The original picture was drawn by Raffaello Sanzio, in 1509-10, and you can see Platon and Aristotle on the picture (though not on the album cover). The back cover was shot by Robert John, who had less than half an hour to shoot it - something he'd been working on for over a month.

Slash: "Use Your Illusion" is the title of a painting by some controversial artist. I don't know who. I've never heard of him. I don't keep up with art circles. But that's the name of this painting that Axl bought, and he said, 'Let's make this the cover of the album.' Like the last album cover, we just said, 'Fine,' no discussion.¹

Mike Kostabi: The band was already huge and I knew that it would put me in another stratosphere of exposure. I knew that it would give me more credibility with the younger, general public but I was surprised to discover that the owner of 303 Gallery suddenly showed me a little admiration and respect.²

Mike Kostabi: I'm glad my signature is clearly visible and since my painting is an interpretation of a detail from Raphael's School of Athens, it gives me an amusing personal doorway into learning more about art history.³

Slash: Way before we finished mixing and mastering the albums, Axl was committed to getting the right image for our covert art. Since he'd been the one who brought that brilliant Robert Williams painting in for Appetite, we trusted him to find the art for these two albums as well. Once again he did: the image for the nebulous mix of songs we'd worked up was by Mark Kostabi.⁴

View the full painting "The School of Athens" here

In Their Own Words

Axl: This record will show we’ve grown a lot, but there’ll be some childish, you know, arrogant, male, false-bravado crap on there too. But there’ll also be some really heavy serious stuff.⁵

Slash: We went through so much emotional turmoil after the success of "Appetite For Destruction" and the albums reflect that. I'm talking about all of a sudden going from a garage band to becoming some sort of half-assed celebrities.⁶

Axl: Whether we sell many more records is not necessarily the question, it's just the way we're able to go about recording and putting the records out with a bit more respect than we had before. It gains us more respect in the business world. Some of it is superficial, some of it is very real. Either way it can work to our advantage.⁷

Slash: I don't have to worry about us being able to make this next record even better than the first one. We've gotten all the songs written, and Axl's come up with some incredible lyrics. This next record will kick-ass just as hard, but it'll be different, too.

Axl: Slash wrote all his tunes, I wrote mine and Izzy wrote his, and we put them all together.⁸

Axl: The most important songs at this point are the ones with piano, the ballads, because we haven't really explored that side of the band yet. They're also the most difficult songs to do - not difficult to play, but to write and pull out of ourselves. The beautiful music is what really makes me feel like anartist. The other, heavier stuff also makes me feel like an artist and can be difficult to write. But it's harder to write about serious emotions, describing them as best as possible rather than trying to write a syrupy ballad just to sell records.⁹

Duff: I think Girth or Heinous would be a great name for the record. 'We could have special promos of, like, a big dick... I don't know, we joke about it but we have actually got this song calld "Girth"... Well, it's not going to be called "Girth" on the album, it'll get changed, but it's such a heavy song we call it "Girth" for now.¹⁰

Axl: There were a lot of songs to choose from in the beginning, and there will be a few of those songs on the album, like 'November Rain' and possibly 'Don't Cry' for the third or fourth record.¹¹

Slash: The material actually came together a little easier this time. We knew what we wanted to do, so every time we had a break from the road we'd all get together in an L.A. rehearsal hall and try to get some new songs together. The four musicians in the band would work on some basic song structures while Axl would be off working on his lyrics. Then we'd get together and see what fit together. It was amazing how even if we didn't know what the other guy was doing how the words and music just naturally fit together."

Axl: There are probably 30 songs to choose from. We have about 10 ballads that I feel are more credible than 'Sweet Child O' Mine'. We wanted to save those ballads, because we wanted to wait until we had a bigger audience. We never imagined it would be this big, but we have some songs we've been waiting to spring on people for a long time.¹²

Slash: On this album we rehearsed with Matt for a month, and then went in the studio and did basic tracks for 30 songs in 30 days.

Slash: [We recorded] thirty-five songs. Thirty-five of the most self-indulgent Guns N' Roses songs... It's a lot of material to work with - like four albums' worth. For most bands, it would take four to six years to come up with this much stuff.¹³

Slash: There are six covers: "Live and Let Die," by Wings, "Knockin' on Heaven's Door," by Dylan -that new version [on the soundtrack for Days of Thunder] that went nowhere -"Don't Care About You," by Fear, "Attitude," by the Misfits, "New Rose," by the Damned, and "Down on the Farm," by U.K. Subs. They're songs that we like - it's as basic as that. Each of us has an individual favorite, and at the same time we share some. "New Rose" is something Duff wanted to do, I think. "Don't Care About You" is something I wanted. The Misfits song was Axl's idea, and "Heaven's Door" and "Live and Let Die" were songs Axl and I both thought about doing.¹⁴

Duff: We just added the 36th song. One with [ex-Hanoi Rock leader] Michael Monroe. It's called 'Ain't It Fun.' It's kind of a spooky song, 'cause it's like, 'Ain't if fun/You're gonna die young.' It's a Dead Boys song we redid with Axl and Mike singing.¹⁵

Izzy: For the basic tracks on 'Illusions', I was done with my stuff in about four or five weeks. That was easy.¹⁶

Matt: The guy that was doing the mixing didn't do a good job, so we had to call in Bill Price who re-mixed almost all the material.¹⁷

Bill Price: They started working on their huge Use Your Illusion project with the same producer/engineer, Mike Clink, that had done Appetite for Destruction. This involved about 40 songs, and it was going over budget, overtime, pretty much over everything, really, and Geffen wanted it finished. They got Bob Clearmountain to mix it in one studio whilst Axl was still doing vocals in another studio and Slash doing guitars in a third. Which was, quite obviously, a recipe for chaos. I think Bob mixed about 20 songs, but he had absolutely no contact with the band, because they were recording other stuff in other studios. And basically what happened, if Axl liked the mix, Slash didn't, and if Slash liked the mix, Axl didn't. So Bob never really had the chance to work with the band. Geffen was pressuring to get the album finished, so Tom Zutaut persuaded me to come out to L.A. and mix it. Not even actually to mix it, but to audition for mixing it.¹⁸

Bill Price: Geffen pays my flight and my hotel, and I do a mix of something and wait and see if anybody likes it or not, to find out whether I'm hired. So I did my "audition" on "Right Next Door to Hell." I think it opens the first CD of Use Your Illusion. It's a very straightforward, up-front rocker, so I did a loud, in-your-face, heavily compressed mix of the backing track and then added Axl's vocal on top, post the compressors, so that you could hear what he was singing. Everybody loved it, so they hired me. I then embarked on a very long period in Los Angeles working my way through this huge amount of material. I had fantastic help from Mike Clink, who'd produced the original backing tracks, and day-to-day support from Jim Mitchell, his engineer, who was very helpful. I had alternate visits from Slash, Axl and various other members of the band and sent everybody else DATs for approval. I happily worked my way through 20 or 30 songs.¹⁹

Axl: We're going to try and make the longest record that we can. We're going to try and put down as many songs as we can. I don't know if it will be a very, very long single album or maybe a double album.²⁰

Slash: We didn't wanna put out a double record, like Guns N' Roses' 2nd album is like 50 dollars. You know, it's like who the fuck do they think we are. So that was my little thing: We do one cover color and another cover color. And you can pick and choose.²¹

Slash: You don't make some kid go out and buy a record for seventy dollars if it's your second record. We're trying to think of a way to distribute the material where each of the four discs of material can be separated, so you can buy the whole thing or you can buy just one. But since it's not released yet, nothing is etched in stone. It might change, and I don't want to mislead anybody. I know the thing that it's not going to be is one big boxed set, where you have to buy the entire thing or nothing.²²

Axl: We've known from day one that the record wasn't going to come out until we're ready. That's one reason why we worked so hard to sell so many records the first time around - so that we could make sure we got this record done exactly the way we wanted to. Then the press comes out with how we are delaying the record. No! What do you mean delaying the record? It's my record! Delaying it? Do we want another Godfather III? No. We don't want Godfather III with our record. We want it to be right! We don't want it coming out six weeks early and saying, "I wish we would have had the time to get this part right."²³

Slash: We set up the order of the songs for each one and just said: "OK." I think we had the whole band write up their personal list of what they thought the order would be and then we all came together with one, were we sort of put them together and came up with one.²⁴

Axl: It ended up the best sequencing to make the record flow all the way through.

Alan Niven: Use Your Illusion is a cross between Physical Graffiti and The Wall. It's a record that's gonna amaze and frighten at the same time.²⁵

Axl: As far as them being more successful… I don't know. You can't judge what Top 40 radio listeners are going to choose.²⁶

Slash: When we buckled down to do Use Your Illusion, Matt Sorum came in, and he was just like the rest of us, so that was cool. And then we're doing this whole double-record thing because we had so much material.²⁷

Matt: When we did Use your Illusion 1 & 2... and I heard this idea, I said to myself 'Axl's crazy!' We're gonna release 30 songs on 2 albums? I'd never buy 2 albums of the same band.' Result? We made history with those 2 albums. Nobody did that before.²⁸

Axl: I've never really looked at it as two separate albums. That was Geffen Records' marketing plan. I've always looked at it as an entire package. For me it fits together perfectly for the 30 songs in a row. Everything that we decided to record for the album made it. Actually there were 29 songs and "My World" just kind of presented itself.²⁹

Axl: The first half of the first cd is more in line with "Appetite". And the second half of the first cd has "Coma" and "November Rain" and "The Garden". So it's some really experimental numbers for us. The first half of the second one is the south will rise again.

Axl: Everything on that record is exactly the f*cking way we wanted it. I can find a couple of points where a not wasn't quite in time, and a couple of things like that, but everything came out the way we wanted it. That's not to say it's perfect or it's the best, but we have a real good understanding of our abilities and what we sound like now and what we were able to do. I didn't really do any harmonies with myself like on "Sweet Child." On this record, I just sang with myself. It was in different keys, so there was some form of harmony. But it wasn't planned harmonies like on "Sweet Child" or "Nightrain" on the first record. I just wanted to sing with myself in a different octave.

Axl: We worked really hard on it, and really there is nothing on the record that didn't come out the way we wanted, except maybe the vocal speech at the end of "Breakdown." The mix on the speakers that we did the mastering on was loud enough, but on other sets of speakers it's not. It depends on what stereo you're hearing it on, and we didn't know that.

Axl: On the 'Use Your Illusion' albums Matt was playing what we wanted to hear. On the record, he's one of the most amazing drummers I've ever heard, but he's better than that. When Matt goes off on his own creative accent, it's even more extreme than what was on the "Use Your Illusion" albums.

Slash: I must have used 20 guitars on the record.³⁰

Axl: We didn't actually take into consideration that people knew more songs on II than I. We thought that "Civil War" and "Knockin' On Heaven's Door" would be old news, rather than people wanting to get them in their hands. We looked at it like the first half of Use Your Illusion I was more similar to the energy on Appetite For Destruction, and would be a lot more fun to skateboard to. We thought of it that way. We thought I would be more successful in the beginning and we'd have to work on II, but actually II took off harder so it gave us the time to work on I and also drive wide and push it.³¹

Axl: I'd say "Civil War," "Heaven's Door," "Breakdown," "Estranged," "Locomotive," and the second version of "Don't Cry" are a bit deeper and more mature than some of the songs on the first side of Illusion I. Those are just as important to us, but were more fun and more raw expressions of emotions.

Matt: What'd we spend on Use Your Illusion? A million and a half dollars, two million dollars making those records.³²

Izzy: On "Illusion", we did the basic tracks in about a month. Then there was a time lag of about a year before the vocals were finished. I went back to Indiana and painted the house. If you've got a group and people are focused, it just shouldn't take that long.³³

Slash: I had to double up guitars for him [Izzy] on most of it. He didn't play very much.

Izzy: On the last record I wasn't around for the mixes, and when they finished them you really don't hear my guitar at all. It was just a big Les Paul through a Marshall sound on most of the songs.³⁴

Axl: Use Your Illusion is basically Slash wanting to take over the band, Izzy being in his drug world, and the only way that we were able to even survive as a band was to make this double thing you know, like Slash's solo record, Izzy's solo record, and then I wrote stuff, but I mean, I had the phone calls of calling these guys going: "I'm not doing yours, if you don't do his!", and then calling Izzy and saying: "I'm not doing yours, if you don't do his! And I'm not doing either of yours, unless we do mine, and we'll do mine last!" But, it was that kinda fight for years.³⁵

Slash: I have the rough mixes, which are more or less the basic tracks and the basic overdubs - very simplified and try - and those fucking rock! You could come over to my house and I'll play you "Use Your Illusion" before it went into the mixing stage, and you'd be like, "Fucking what?!" It's very brash. But this is before synthesizers and all this outside stuff got involved.³⁶

Slash: "Estranged" was a song that Axl had been working out on piano for a long time - he'd been playing the same parts over and over in Chicago and afterward; it was clear that it was working itself out in the head. I had started writing guitar parts for it back in Chicago, so it came together in no time once we focused on it.³⁷

Slash: The only time that we brought in outside musicians on those two records were the gospel singers on "Knockin' On Heaven's Door" and the harmonica on "Bad Obsession".³⁸

Slash: In the end Axl finished his work, but fuck, those two records cost a fortune to make - and I'm talking studio time alone. This was when Axl started getting obsessive about the details of everything to do with Guns n' Roses, starting with the publishing splits of the songs on Illusion I and II. The days of band members getting a straight 20 percent were long gone because they were so many outside writers this go-round, especially on the old songs that existed before Guns that were now in equation, such as "Back Off Bitch".  We also had to factor in Matt, who wasn't a full-fledged member: he hadn't been around during the writing of the songs, though he's played on all of them. In the end, because of contributors like Paul Huge and West Arkeen and Del James, Axl insisted upon splits that were like 22.75 percent or 32.2 percent per song for us core members. [...] The songs we worked on in Chicago also posed a problem because those months were so disjointed, and for the most part, Axl wasn't even there, so the splits he devised for songs like "Garden of Eden", "Don't Damn Me" and "Get In The Ring" were totally arbitrary; Duff and I wrote them instrumentally when Axl wasn't even in the room. There were piano-driven songs with complex guitar parts that I'd had to write and arrange that I wasn't even being given a songwriting credit. It was the same with "November Rain" and "Estranged" to be specific. It concerned me, to say the least, but I chose to overlook it.³⁹

Slash: [Bob] Clearmountain came in and talked endlessly about QSound 5.1, a technology that was still in its formative stages. He was really into it. [...] I bit my lip and hoped that this would work out. And it did; Clearmountain shot himself in the foot. [...] We showed [Clearmountain's notepad where he noted what drum samples he planned to add to Matt's drumming] to Matt who had no idea and he wasn't pleased at all - and that was the excuse we needed to fire Bob Clearmountain.⁴⁰

Album Reviews

Allmusic.com
by Stephen Thomas Erlewine

(4,5/5) Use Your Illusion II is more serious and ambitious than I, but it's also considerably more pretentious. Featuring no less than four songs that run over six minutes, II is heavy on epics, whether it's the charging funk metal of "Locomotive," the anti-war "Civil War," or the multipart "Estranged." As if an attempt to balance the grandiose epics, the record is loaded with an extraordinary amount of filler. "14 Years" may have a lean, Stonesy rhythm, and Duff McKagan's Johnny Thunders homage "So Fine" may be entertaining, but there's no forgiving the ridiculous "Get in the Ring," where Rose threatens rock journalists by name because they gave him bad reviews; the misinterpretation of Dylan's "Knockin' on Heaven's Door"; another version of "Don't Cry"; and the bizarre closer "My World," which probably captures Rose's instability as effectively as the tortured poetry of his epics. That said, there are numerous strengths to Use Your Illusion II; a couple of songs have a nervy energy, and for all their pretensions, the overblown epics are effective, though strangely enough, they reveal notorious homophobe Rose's aspirations of being a cross between Elton John and Freddie Mercury. But the pompous production and poor pacing make the album tiring for anyone who isn't a dedicated listener.

Highlights: "Civil War", "Breakdown", "You Could Be Mine", "Estranged"

Rolling Stone
by Christian Wright

(4/5) When Guns n' Roses recorded their major-label debut in 1987, after a few years of slogging in L.A. clubs, they titled it Appetite for Destruction. It was a proclamation that they would rail against and knock down anything that stood in their way; it would become a banner adopted by millions who wanted to turn their dead-end street into a freeway. Four years later, when the band is closer to its destination than its members ever had any right to expect, Guns n' Roses release two follow-up albums: Use Your Illusion I and II. The title is a confession; now that the physical barriers are gone and nothing stands in their way except maybe their own myth, they've got to set their sights on something less tangible. "Old at heart," Axl Rose sings on "Estranged," from II, "but I'm only twenty-eight." Like Aerosmith in the classic "Dream On," they realize that to go on, you've got to have faith.