Loading...
Use Your Illusion I & II by Guns N' Roses - Album Cover
Behind the Music

4.2 Million at Midnight

Guns N' Roses spent two years falling apart while making Use Your Illusion. Then they put both albums out on the same night and took the top two spots on the chart.

Trevor FortuneTrevor Fortune•🎵 Guns N' Roses - Use Your Illusion I & II•5 min read•October 8, 2026

Late on September 16, 1991, a black limousine pulled up near Tower Records on Sunset Boulevard. A crowd outside was drinking and banging on the locked doors. Slash slipped in through the trade entrance and stood behind a two-way mirror at the back of the shop. At midnight, the doors opened.

Stores across the United States opened at the same moment to sell Use Your Illusion I and Use Your Illusion II. Geffen had shipped 4.2 million copies, the largest album shipment in history at the time. The release looked like a marketing triumph. It came at the end of two years in which Guns N' Roses had nearly destroyed themselves.

Out of the Quagmire

The first attempt went badly. In June 1989 the band moved to Chicago for pre-production. Izzy Stradlin often didn't show up, Axl Rose drifted in to play piano, and Slash and Duff McKagan worked through vodka and weightlifting. A few songs survived, including “Estranged.” The band did not.

Back in Los Angeles, Slash hit bottom on heroin before getting clean. “We'd made Appetite and then toured for years and, for me, and I know for a couple of the other guys, we'd crashed and burned,” he told Total Guitar. “So we were pulling ourselves out of the fucking quagmire and going back to work.” Drummer Steven Adler could not keep up and was fired. Matt Sorum, from the Cult, replaced him.

Once the band finally got into A&M Studios with producer Mike Clink, the basic tracks came fast. “We did 36 songs in 36 days,” Slash said. Then came the overdubs, the vocals, and the synthesizers Rose wanted and Slash hated. The record slowed to a crawl.

The Mixer Who Used Samples

The first person hired to mix the albums was Bob Clearmountain, fresh from Bruce Springsteen's records. He worked at the Record Plant and had nearly finished when Sorum and Slash dropped by. Slash didn't like the guitars. Sorum thought the drums sounded small. Then he saw a drum-sample CD on the desk.

“I asked Bob, ‘Bob, what's happening with the drums?’ He said, ‘Oh, I replaced a lot of them,’” Sorum told Ultimate Classic Rock. He phoned Rose. “And before I knew it, basically, the next day, Bob was gone.” Bill Price, who had worked on records by the Clash and the Pretenders, was brought in to start again.

Through the first half of 1991, the release date kept slipping. Fans got one new song to tide them over. “You Could Be Mine” came out that summer on the soundtrack of Terminator 2, the biggest film of the season.

Touring Albums Nobody Had Heard

The tour started anyway, months before the albums reached stores. Guns N' Roses spent the summer of 1991 on the road, playing songs most of the audience had never heard. On July 2, at the Riverport Amphitheater outside St. Louis, Rose spotted a fan with a camera during “Rocket Queen.”

When security didn't move fast enough, he dove into the crowd after the camera. Back onstage, he said, “Thanks to the lame-ass security, I'm going home,” and slammed down the microphone. The band walked off. The crowd rioted, and dozens of fans were injured.

Rose was charged with inciting the riot but couldn't be arrested until the band came back from Europe. A judge later ruled in his favor. He had the last word in the albums themselves. Hidden in the thank-you list is “Fuck You, St. Louis!”

Banned at Wal-Mart, Mobbed on Sunset

Rose had insisted on two separate albums rather than one expensive double, because he remembered from his Tower Records days that doubles got kept behind the counter. Two of America's biggest retailers refused to stock them at all. Wal-Mart and Kmart objected to songs like “Back Off Bitch” and “Pretty Tied Up.”

"Wal-Mart feels that revenue realized from the sales of a record with objectionable lyrics would be more than offset by the discontent it might cause customers for making such product available to children."

— Robert J. Cope, Wal-Mart, to the Los Angeles Times

The band refused to make clean versions. They added their own warning sticker instead, telling anyone offended to go and buy something “from the new age section.”

It made no difference. Slash had put off a holiday in Tanzania to watch the Tower Records rush. “It was a magic little moment,” he told Ultimate Classic Rock. “Then I took off and went to Africa and got away from it.” In the first week, II sold 770,000 copies and I sold 685,000. They entered the Billboard 200 at No. 1 and No. 2, and did the same in Britain.

One Week Later

The timing could hardly have been worse. Nirvana's Nevermind came out the following week. Within months, the grunge bands it led made the Illusion albums sound like the last word from an older era.

The band was coming apart too. About a week after the release, Izzy Stradlin said he would no longer tour, and his exit was announced on November 7. He told Rolling Stone he had asked Rose for a schedule during the sessions. “And he completely blew up at me: ‘There is no f---ing schedule.’” Stradlin also said he hadn't known the song “My World” was on the record until it came out.

Both albums were eventually certified seven times platinum in the United States. Slash, who says he hasn't listened to them in years, sees the release as a survival story. “I think the Use Your Illusion records, if you know the backstory, were very victorious,” he said. “After all of it, we came through.”

📝

Related Review

Read our comprehensive analysis of Guns N' Roses's Use Your Illusion I & II

Use Your Illusion I & II Review →