Guns N’ Roses: Use Your Illusion – The Phantom Edit

The purpose of this article is narrow the 30 tracks from Guns N’ Roses Use Your Illusion I and Use Your Illusion II into a single, 12-track, classic rock album. But before we get there, some background . . .

The first concert I ever attended was on December 17, 1991 at The Spectrum in Philadelphia, PA – close to 25 years ago. I had turned 15 years-old earlier in the Fall and was a few months into my sophomore year of high school. At that time in my life, music was important. Of course music remains meaningful to me now, though it does not match the passion and enthusiasm of the 15 year-old version of myself scrawling lyrics in the margins of notebooks during class and eagerly going to the mall to buy new albums at Sam Goody each week. The internet as we know it today did not exist, so being a music fan was a completely different experience back then. The only form of streaming music was taping your favorite songs while they played on the radio. It was a time when MTV still mattered; viewers actually learned about new music through that channel, and video premeires from popular artists were appointment television. I recall making sure I was by a television when Riki Rachtman on a special episode of Headbangers Ball introduced the video for November Rain, an epic, 9-minute power ballad from one of the biggest and baddest musical artists on the planet at the time, Guns N’ Roses.

Watch the video, and soak in the excess. To a teenage boy in the early 1990s, Axl, Slash, Duff, and the gang seemed like aliens from another world. They were unashamed rock stars that were larger than life. Of course Axl is dating Stephanie Seymour from the Victoria’s Secret catalogue, which was the closest thing to pornography readily available to me outside of the annual Sports Illustrated Swimsuit Issue. And of course she appears in the video portraying his bride. And of course Slash walks out of a church in the middle of a desert and rips off a soaring guitar solo while being filmed from a helicopter. It made perfect sense at the time, and it was all so epic and f***king glorious!

So on December 17, 1991, I tagged along with my older brother and his friends to see Guns N’ Roses with Faith No More and Soundgarden. To this day, I am salty with my brother because we missed Faith No More’s set. My brother and his crew had no interest in the opening bands, and I lacked the confidence to leave them and enter the concert on my own. So I waited in the parking lot while they tailgated and tossed a Nerf football around. I finally convinced them to go inside the building and we caught a few songs from Soundgarden, which had just released their second album, Badmotorfinger. Soundgarden did not fit into the rock or metal category, and the term “alternative” was becoming a musical genre. In the months leading up to my first concert in December 1991, the following albums were released:

  • Pearl Jam, Ten – August 27, 1991
  • Nirvana, Nevermind – September 24, 1991
  • Soundgarden, Badmotorfinger – October 8, 1991

Three Seattle bands were about to change the world, and the 1991-version of me was rather unaware. Even though I really wanted to hear the opening acts, including Soundgarden, I was most excited about seeing Axl in person. The Use Your Illusion albums were released a week before Nirvana’s Nevermind. We now know how the story unfolded; the bloated excess of Use Your Illusion I and Use Your Illusion II foreshadowed the band’s demise. Axl fell from Rock-God status to caricature, and the band flamed out. Slash and others went on to different projects and they only recently got back together to tour. Guns N’ Roses ruled the world for about five years from 1987 through 1992, and I caught them live before it was torn asunder.

The concert that night was unlike anything I experienced in my young life. Of course they did not take the stage until close to 11:30PM, which left the historically docile Philly fans to alcohol and their own devices for several hours. When they finally did take the stage, Axl was a tornado. He ran around the stage, belted out lyrics with his impropable voice, and performed as if he was the baddest man on the planet. At one point while talking to the crowd, he exclaimed, “Get me a piano.” A piano rose up from a hole in the stage; he calmly sat down, took a moment to gather his thoughts, free-styled for a bit, and then started pounding out November Rain on the keys. The concert concluded somewhere around the 2AM mark, and the entire experience was amazing.

Didn’t we almost have it all?

I continued to listen to Guns N’ Roses along with other artists I was getting into at the time. I do not recall reading reviews about the Use Your Illusion albums; I only recall consuming them day and night. Several tracks seemed out of place, but I found most of the songs enjoyable. Many of the songs felt EPIC, and the video for November Rain and my experience of seeing them in concert only bolstered that opinion. Nothing in my mind could top their work on Appetite for Destruction, but I had the thought – even back then – that had the band limited themselves to one, 12-track Use Your Illusion album, it might hold up as a worthy successor to their debut masterpiece.

I have written the following article in my mind countless times in the intervening 25 years. I mentioned this to Ed Grabianowski on Twitter last week while I was defending the Use Your Illusion albums. He responded that it might be a challenge to even come up with 12 tracks from the two albums to make a decent follow-up effort to  Appetite for Destruction. We agreed to compose our thoughts within a week and post them on our respective sites; his thoughts are now posted as well. It was finally time for me to externalize my decades of thought on this matter.

Below is my thought process on selecting the 12 best songs from the Use Your Illusion albums into one sophomore-slump defying Use Your Illusion slice of brilliance. And, no, the watered-down, no-swearing version that sold in stores like Wal-Mart does not count.

Step 1: Selecting the Songs

The first step is to list out all of the available tracks from the two Use Your Illusion albums and place them into one of three categories.

  • Untouchable – this song absolutely has to be included. It’s iconic or otherwise classic in some regard. This song is a no-brainer, auto-include track.
  • Fringe – this song has some redeeming qualities, though it’s not great. However, it is also not a flaming trainwreck so it is not immediately tossed from consideraton.
  • Easy Cut – this song has no place in the final 12. The song may be enjoyable in some capacity, or perhaps it has no redeeming qualities. Either way, there is no way it breaks into the top 12.

The three-tier system felt like a good place to start rather than ranking all of the songs individually. For those that require a refresher, Use Your Illusion I features 16 tracks:

  1. Right Next Door to Hell
  2. Dust N’ Bones
  3. Live and Let Die
  4. Don’t Cry (Original Version)
  5. Perfect Crime
  6. You Ain’t the First
  7. Bad Obsession
  8. Back Off Bitch
  9. Double Talkin’ Jive
  10. November Rain
  11. The Garden
  12. Garden of Eden
  13. Don’t Damn Me
  14. Bad Apples
  15. Dead Horse
  16. Coma

Meanwhile, Use Your Illusion II features 14 tracks:

  1. Civil War
  2. 14 Years
  3. Yesterdays
  4. Knockin’ on Heaven’s Door
  5. Get in the Ring
  6. Shotgun Blues
  7. Breakdown
  8. Pretty Tied Up
  9. Locomotive (Complicity)
  10. So Fine
  11. Estranged
  12. You Could Be Mine
  13. Don’t Cry (Alternate Lyrics)
  14. My World

A total of 30 tracks, and the goal is to eliminate 60% of the tracks to achieve one, kick-ass, classic of an album. It seems to make sense to start with listing the Untouchable tracks first:

  • Don’t Cry (Version to be determined)
  • November Rain
  • Civil War
  • Knockin’ on Heaven’s Door
  • Estranged
  • You Could Be Mine

Those are the six tracks that I believe have to be included, which comprises 50% of the proposed album. The one question mark is Knockin’ on Heaven’s Door, because there is a part of me that wonders if a cover song should be allowed on the album. You know what, let’s pare it down to five tracks for now and slide the Dylan classic into the Fringe category. The resulting five Untouchable songs are:

  • Don’t Cry (Versions to be determined)
  • November Rain
  • Civil War
  • Estranged
  • You Could Be Mine

It seems easier to skip ahead to tracks that will be dumped into the Easy Cut category. Going through the albums, here are the tracks that have been weighed, measured, and absolutely found wanting:

  • Coma
  • Get in the Ring
  • My World

It’s likely a testament to how much I abide these albums that only three songs are ruled out immediately. Certain Fringe contenders will be discussed below, but let us highlight these three tracks for why they cannot be included. Coma is the final track on Use Your Illusion I, and it is a 10-minute song that lacks a chorus. The lyrics maybe-kinda-sorta relate to an overdose Slash or Axl may-have-or-may-not-have experienced. With other long-form tracks included such as Don’t Cry, November Rain, and Estranged, a 10-minute song that is often just a heartbeat and guitar solo does not belong.

Get in the Ring is on Use Your Illusion II and is more of a expletive-laden rant than a song. Axl uses the song as an opportunity to call out various members of the media, and it was one of those tracks I felt embarassed to listen to even as a teenager; it’s the definition of an easy cut. My World is the final track on Use Your Illusion II and it’s less of a song than Axl talking over some music for about 90 seconds. Nobody is going to miss My World being excluded from the 12 tracks.

Five songs are Untouchable, and three have been tossed aside; with the alternative versions of Don’t Cry (one of them will be included), that leaves a collection of the following 21 tracks in the Fringe category:

  • Right Next Door to Hell
  • Dust N’ Bones
  • Live and Let Die
  • Perfect Crime
  • You Ain’t the First
  • Bad Obsession
  • Back Off Bitch
  • Double Talkin’ Jive
  • The Garden
  • Garden of Eden
  • Don’t Damn Me
  • Bad Apples
  • Dead Horse
  • 14 Years
  • Yesterdays
  • Knockin’ on Heaven’s Door
  • Shotgun Blues
  • Breakdown
  • Pretty Tied Up
  • Locomotive (Complicity)
  • So Fine

Only seven songs can make it from this list. An important part of this process is to create an album that ebbs and flows, so track order is crucial.

Step 2: Ordering the Songs

Rather than go through each song in the Fringe category, I started to create the track order and make choices based on the flow of the album. The choices for my Use Your Illusion album are below.

1. Dead Horse

The last time we heard from Guns N’ Roses was the final track of 1988’s G N’ R Lies, One In A Million, which is a song that was certainly offensive at the time, but seems even more vile and repugnant in the modern era. Go back and listen to that tune; it’s jarring. In some ways, Dead Horse picks up where One In A Million left off; Axl starts the song by simply talking over an acoustic guitar:

Sick of this life
Not that you’d care
I’m not the only one
With whom these feelings I share
Nobody understands
Quite why we’re here
We’re searching for answers
That never appear
But maybe if I looked real hard I’d
I’d see your trying too
To understand this life
That we’re all going through

It’s a contemplative start to an album and is a far cry from the opening seconds of Welcome to the Jungle on Appetite for Destruction. It is a clear indication that things will be different on this album, though before the listener can get lulled into too much introspection, Axl follows up with a few lyrics and then his patented wail as he launches into the meat of the song. Dead Horse always struck me as a fun tune, and it works on multiple, meta levels. The lyrics seem to relate to Axl’s longing for connection, his quest to become a better man, and his acknowledgment that he’s still making the same mistakes over and over again. These behaviors resulted in numerous indulgent tracks on the Use Your Illusion albums and culminated in the vastly over-produced Chinese Democracy – so it’s fair to say Axl continued to beat that dead horse for many, many years.

2. Civil War

After the brief (4:17) and rollicking first track, Civil War clocks in at nearly 8 minutes. The anti-war song starts with a sample of the film, Cool Hand Luke, and then has nine verses protesting the use of violence throughout history to solve problems.

Look at your young men fighting
Look at your women crying
Look at your young men dying
The way they’ve a always done before

It is perhaps the strongest musical effort on the Use Your Illusion albums. Placing Civil War in the second slot of the album is a nice way to honor it’s location in the original release; it is the first song on Use Your Illusion II. I considered placing this track first, though I believe Dead Horse serves a better purpose in the #1 spot. From a lyrical standpoint, the song is rather timeless and continues to be just as relevant today. When you trim away the excess, and go from 30 tracks to 12, songs like Civil War stand out and grab your attention.

3. You Could Be Mine

This is one of the most Appetite for Destruction-like songs on the Use Your Illusion albums, which makes sense since it was written before Appetite was released. Eagle-eyed readers can go back to the sleeve of their Appetite for Destruction album and find the lyric, “With your bitch slap rappin’ and your cocaine tongue you get nothin’ done” printed there. You Could Be Mine became forever linked to Terminator 2: Judgment Day, and the film clip of Arnold pulling a shotgun from a box of roses simply fit too perfectly.

I’m a cold heartbreaker fit to burn
And I’ll rip your heart in two
And I’ll leave you lying on the bed

The lyrics portray a failed relationship, which is probably the biggest understatement I’ll write throughout this article! The style, pace, and content of the song is reminiscent of the band’s debut effort. It must be included, and placing it third after the ponderous Civil War reminds listeners of why they started caring about Guns N’ Roses in the first place. Originally, You Could Be Mine was the 12th song on Use Your Illusion II, and I always felt like it was buried and lost there. Now it can reclaim it’s rightful place early in the track order!

4. Garden of Eden

In less than three minutes in Garden of Eden, Axl jams in many thoughts about the state of media and how it relates to politics and religion. He proclaims loudly (and rapidly) that he’s not one of the mindless members of the herd droning on with his life; he is trying to break the established boundaries to draw attention to important issues in the world.

Sometimes when I look out
It’s hard to see the day
It’s a feeling you can have it
It’s not mine to take away

The above lyric hints that Axl can sometimes feel hopeless about the current system, much like a Bernie Sanders supporter these days (too soon?). Placing Garden of Eden here serves as a bit of a palette cleanser. It’s fast, and the listener can ignore the meaning of the lyrics if they do not wish to dwell upon the machinations of modern media and how sociopolitical forces control us all. They can just rock out to it if they like.

5. Don’t Cry (Original Version)

One of the reasons for the Garden of Eden palette cleanser is the start of the Use Your Illusion trilogy, featuring Don’t Cry, November Rain, and Estranged. I obviously cannot link those songs back-to-back-to-back, so they need to be spread out for maximum efficacy. I went with the Original Version of Don’t Cry, even though I enjoy the alternate lyrics as well; there is too much nostalgia wrapped around the original to ignore.

You got to make it your own way
But you’ll be alright now, sugar
You’ll feel better tomorrow
Come the morning light now, baby

I remember the lyrics of this song had something to do with real history between Axl, Izzy, and a woman in their lives. Don’t Cry also features the vocals of Shannon Hoon (Rest in Peace) of Blind Melon, and those vocals add extra soul to the song. It’s the first “power ballad” in our list, and sets the stage nicely for other songs before November Rain appears later in the album.

6. Bad Obsession

It does not seem proper to go any further into a Guns N’ Roses album without including a song dedicated to one’s relationship to illicit drugs. Enter Bad Obsession, a bluesy song featuring a prominent amount of harmonica that focuses exclusively on one trying to avoid the sultry siren call of drugs.

I used to be wasted
Always tried to take it
Take it down into my vein
I call the doctor he’s just another
He said I’m sick in the brain

It is interesting to note that Bad Obsession was written about a year before Mr. Brownstone, and it does not sound like anything else on Appetite for Destruction. Both songs portray the darkness of addiction, though Bad Obsession feels less raw and more – jazzy. With this song in the books, the album is at the halfway point; if this were a cassette tape, it would be time to eject and flip over. Onto Side B!

7. Locomotive (Complicity)

Another lengthy track (8:42) about Axl’s troubled love life; the guy can’t catch a break! This track is included for two primary reasons. The first is that it features the genius of Slash in multiple guitar solos. The second is that it contains lyrics that share the title of the album:

You can use your illusion
Let it take you where it may
We live and learn
And then sometimes it’s best to walk away
Me I’m just here hanging on
It’s my only place to stay at least
For now anyway
I’ve worked too hard for my illusions
Just to throw them all away

It is another meta moment on this album, as Axl portrays himself on stage as a confident, rock star legend – when in reality he is quite the fragile creature. The Use Your Illusion albums at times reinforce that facade with Axl’s tough-guy posturing, though there are other tracks and lyrics that make it clear he is damaged goods. I would be broken up too if Stephanie Seymour left me!

8. Bad Apples

This track always struck me as somewhat goofy in a jovial kind-of-way. It paints the picture of decadence gone wrong, but in a different way than tunes like Mr. Brownstone or Bad Obsession. It’s more of a celebration of that lifestyle than a story of how living in the fast lane of life can lead to doom.

Diamonds and fast cars
Money to burn
I got my head in the clouds
I got these thoughts to churn
Got my feet in the sand
I got a house on the hill
I got a headache like a mother
Twice the price of my thrills

The theme of the song seems to be a defense of the hard-charging nights. The band was truly one of the biggest musical acts in the world for a stretch of years and that type of fame is difficult to imagine. Bad Apples is a brief (4:28), dive-bar tune that is fun to hear; I believe if Guns N’ Roses had a bit more of the joy that seems to infuse this song, they might have persisted for a while longer.

9. November Rain

I referenced the video for this song in the introduction, so I will not belabor the impact of it here. Even without the video, November Rain holds up as an amazing spectacle of a rock song. The song has chapters, starts slow with a piano, builds up to various guitar solos, and then drops to near silence before thundering to a close with an assist from an orchestra.

Don’t ya think that you need somebody
Don’t ya think that you need someone
Everybody needs somebody
You’re not the only one
You’re not the only one

How may other people besides me repeated this lyric in their head while going through awkward teenage years of not being in the romantic relationship they most desired? It was a powerful song, and captured the angst of a troubled relationship. In terms of track order, it takes the coveted Sweet Child O’ Mine slot at #9, but is far enough away from the other pieces of Use Your Illusion trilogy.

10. Yesterdays

It is easy to forget that Yesterdays was one of the singles released by Guns N’ Roses when the Use Your Illusion albums were released, so they certainly felt good about the song. The song is another commentary on trying to mature over time and both the allure and peril of living in the past.

Cause yesterday’s got nothing for me
Old pictures that I’ll always see
Time just fades the pages
In my book of memories

It is perhaps the simplest song and also clocks in as one of the shortest (3:13), which is needed after the soaring November Rain. This is an example of how cutting down the noise of two albums and 30 tracks can highlight songs that were perhaps overlooked during the original release. Imagine if Yesterdays did not have to compete with reactions to tracks like Get In the Ring or My World. It might have been thought about differently. As it stands, it offers a breather and a good amount of soul-searching for the listener.

11. So Fine

If I was going to include a cover song, then this would be the slot to include one. Placing Live and Let Die or Knockin’ On Heaven’s Door here probably makes the album more listenable. After going back and forth on this, I believe eliminating both cover songs from this album helps my overall point – that there is enough good tracks on the Use Your Illusion albums to make a quality successor to Appetite for Destruction. Using a cover of an existing popular song seems like cheating; I don’t want to add filler. In this way, Live and Let Die and Knockin’ On Heaven’s Door become treats for live audiences, much like Baba O’Riley is for Pearl Jam enthusiasts.

So out of all the remaining Fringe candidates, why So Fine? I have a soft spot for niche tracks that feature vocals by another member of the band, such as Pearl Jam’s Mankind, which features vocals by guitarist, Stone Gossard (promise, no more Pearl Jam reference this article). So Fine is mostly sung by Duff McKagan, the bassist, and it is a tribute to his late friend, Johnny Thunders.

It’s a story of a man
Who works as hard
As he can
Just to be a man
Who stands on his own
But the book always burns
As the story takes its turn
And leaves a broken man

It’s a soft song, and demonstrates the range of the band. It is another song that references the dangers of drug use and addiction, and how one can take inspiration from another. It places Axl on the sidelines for a few minutes and that gives the listener a moment of rest before the final act.

12. Estranged

It all leads up to Estranged, the 9:23 megalomanical conclusion to the Use Your Illusion trilogy. It is difficult to discuss Estranged without talking about the video, which features rivers flowing through the streets of Los Angeles, Axl jumping off of an ocean tanker then swimming with dolphins, Slash banging out a guitar solo while walking on water, and Axl being rescued from the ocean by a helicopter. That’s only a few of the highlights!

As for the song itself, Estranged is another ballad referencing Axl’s troubled love life. Early lyrics seem to indicate Axl has a clarity about these matters, “Old at heart but I’m only 28. And I’m much too young to let love break my heart.” The song concludes with the following lyrics, which work on such a meta level, it’s scary:

I knew the storm
Was getting closer
And all my friends said
I was high
But everything
We’ve ever known’s here
I never wanted it to die

As a single song and video package, Estranged belongs as the final track on Use Your Illusion and these lyrics should be the final words you hear on the album. Axl knows he’s combustible, realizes his closest friends are telling him he’s losing touch with reality, and does not want to lose the fame and fortune he has discovered. Estranged is not only the story of Axl suffering romantic heartbreak, it is a metaphor detailing how overwrought, artistic endeavors like Estranged tore the band apart. When Dead Horse and Estranged bookend the album, it becomes clear that Axl just could not get out of his own way.

Final Thoughts

It was difficult to leave off certain tracks, as I’m quite fond of songs like Breakdown, but with only 12 openings, there were bound to be some good songs that were left out of the mix. Next time you are in the mood for Use Your Illusion-era Guns N’ Roses, give this version a listen and imagine that this was the only material they released during that period of time. I think we would remember Use Your Illusion differently had the excess been trimmed away.

What 12 songs from these albums would you choose?

Listen to Iddy’s Use Your Illusion phantom edit now through Spotify! And if you enjoyed this article, then consider supporting my writing efforts through Patreon.

Author: The Id DM

The Id DM is a psychologist during the weekdays. He DMs for a group of fairly loyal and responsible PCs every other Friday night. In the approximate 330 hours between sessions, he is likely anxious about how to ensure the next game he runs doesn't suck.

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