Every track on Guns N' Roses' Use Your Illusion I & II, ranked from worst to best

Use Your Illusion I and II artwork
(Image credit: Geffen Records)

On September 17, 1991, Guns N’ Roses dropped their long-awaited new record on an expectant public. Except it wasn’t one record, it was two. And they weren’t single albums, they were doubles.

The release of Use Your Illusion I (orange cover) and Use Your Illusion II (blue cover) on the same day was the epitome of rock’n’roll hubris by a band who thrived on arrogance even before they sold 12 million copies of their debut album, Appetite For Destruction.

But this 30-song, 150-minute marathon was more than just a pissing contest between Axl Rose and the rest of the world. It was a sound of the chains being taken off and creativity being let loose. The public wanted Appetite For Destruction: The Sequel. Instead, they got a pair of sprawling, audacious records that contained grandiose, Queen-inspired epics, Bob Dylan and Paul McCartney covers, and even a hip-hop track (though the less said about that one the better).

Any albums stuffed with so many songs are never going to be perfect, and the inevitable clarion call from critics of Use Your Illusion I and II is: “They would be better as a single album.” Of course they would, but that misses the point: Guns N’ Roses were always about excess, and the whole Use Your Illusion project took that ethos to its logical end-point. But it was also about having the freedom and financial muscle to defy expectation and fly all your musical flags at once, for good and for bad.

So here we are, three decades on, staring down the business end of hard rock’s most OTT albums and getting ready to rank all 30 of their tracks in order of greatness from worst to best. Are we ready? As we’ll ever be. Let’s do this…


30. My World

Forget Sunset Strip goofballs Poison and Faster Pussycat - the only band as dangerous as GN’R in Axl Rose’s eyes were gangsta rap controversy-magnets NWA. He had a point, though that doesn’t excuse this fist-gnawingly bad industrial hip-hop clanger which sees the frontman spitting bars with all the verbal dexterity of Vanilla Ice’s grandpa.   

29. You Ain’t The First

Some semblance of democracy still existed in Guns N’ Roses circa Use Your Illusion. In the spirit of “you bring it, you sing it”, Duff McKagan got to step up to plate for this shaggy, front porch country-blues number which seemed happy to be there just to make up the numbers. The result was charming but utterly forgettable. “To the bar!” someone shouts when it’s done, which pretty much sums it up.

28. Bad Apples

Bar-room piano, clip-clopping rhythms and a tobacco-chewing Axl vocal from steer Bad Apples towards cowpunk territory, though only a great Slash solo saves Bad Apples from anonymity. It’s better than some of their peers’ marquee numbers, for sure, but amid the epic sprawl of Use Your Illusion it’s pure filler.

27.Garden Of Eden

Cooked up during writing sessions for Use Your Illusion but sounding like it had been fished out from the back of the sofa it had slipped down in 1987, Garden Of Eden’s sole purpose seemed to be to let the band have two songs on the bounce with ‘Garden’ in the title (it comes after Use Your Illusion I’s far superior The Garden). Aside from Axl’s million-mph vocal, that‘s literally the most memorable thing about this rote punk-metal blast.

26. Dead Horse

The back end of Use Your Illusion is clogged up with a run of songs that lend weight to the notion that the Use Your Illusion records would have made a killer single album (or even one damn fine double). Dead Horse is marginally more interesting than some of the songs that surround it thanks to its bleak, stripped-back intro (“Sick of this life… not that you’d care”), but not enough to elevate it out of Use Your Illusion’s C-list. 

25. Bad Obsession

When people talk about Use Your Illusion I being the most rock’n’roll of the two records, this is what they’re thinking of. Bad Obsession is Guns living out their Exile On Main Street fantasies, laying the boogie-woogie piano, slide guitar and harmonica on thick – though it’s unlikely Mick Jagger would ever sneer the line: “I call my mother/She’s just a c**t now”. But while it’s got the sloppy-joe vibe and ‘Hey, we like drugs’ attitude nailed, the song contains zero surprises. 

24. Don’t Cry (Original Version)

Sweet Child O’ Mine and Patience were the perfect bad-boys-with-hearts-on-their-sleeves anthems, but sad-face power ballad Don’t Cry – written about a woman that Axl and Izzy were pursuing at the same time – lacked the edge of the former and the poise of the latter. It actually pre-dated Appetite For Destruction, though you’d never guess from the sluggish pace - the only points of interest are the brief, blazing solo and Axl’s elongated closing howl, though even that hangs around a little too long.

23. Don’t Cry (Alternate Version)

As above, but with slightly more downbeat lyrics.

22. Locomotive

There’s a lot of love for this track among hardcore Guns fans, but it’s tough to see why. Sure, that’s a hell of a riff that snakes through it and the phased, multi-tracked vocals are prime Axl, but it waddles along forever before it gets to the good bit where it all starts to break down and re-coalesce as an entirely different song. By which time it’s almost over anyway.

21. Perfect Crime

A kick in the crackers coming immediately after the Andrew Lloyd Webber blowout of Don’t Cry: a sub-three minute explosion of punk rock rebel rock’n’roll with guitars set to throaty and Axl in full-on unneutered mode. It’s got a menacingly cool middle eight, but really, Guns could do this stuff in their sleep.

20. Live And Let Die

The ultimate go-big-or-go-home cover. GN’R turned the greatest James Bond theme of them all into a rock’n’roll carnival fever dream that made Wings’ original sound like a stripped-down demo recorded on a dusty old cassette player. But there’s almost too much going on during the song’s three-minute (is that all?) duration: it’s like walking into a cake shop, scoffing everything on the shelves, then wondering why you feel a little queasy afterwards.

19. Back Off Bitch

“I’ve been doing a lot of work and found out I’ve had a lot of hatred for women,” Axl told Rolling Stone in 1991. No shit – Use Your Illusion I’s eighth track is a litany of nastiness aimed at the females who have wronged him over the years, from his mother down. Shame about the toxic sentiments, cos it’s a great tune that takes Guns’ firebrand rock’n’roll into some interesting places.

18. 14 Years

Childhood friends Izzy and Axl go toe-to-toe on this rollicking semi-duet. Is the guitarist talking to an old girlfriend or his longtime buddy when he sings, “I try and feel the sunshine, you bring the rain/You try and hold me down with your complaints”? Only two people know, and neither are talking. Revel in a classic GN’R switcheroo from verse to chorus and back while you mull it over. 

17. Double Talkin’ Jive

A dead drug dealer in a back alley behind the studio where GN’R were working at the time provided the inspiration for Izzy’s vivid, gasoline-fuelled rocker, which plays out like a scene from an early 70s Scorsese movie. It’s short and sweet, though the Spanish-style acoustic coda is a lovely surprise that comes out of nowhere.

16. You Could Be Mine

Guns N’ Roses + Arnold Schwarzenegger = a gleaming slice of modern early 90s hard rock. Weirdly, though, Use Your Illusion’s first single – a scabrous takedown of yet another ex-girlfriend that doubled up as the theme to blockbuster sci-fi sequel Terminator 2: Judgement Day – feels a little bit too gleaming: like Robert Patrick’s T-1000 robot, its cold and unstoppable, yet it lacks the beating heart of some of the albums’ other song despite.

15. Shotgun Blues

“You’re nothing but a fucking pussy,” spits Axl at an unnamed antagonist, who may or may not be Motley Crue singer/arch nemesis Vince Neil. Playground stuff, for sure, but Shotgun Blues backs up the fighting talk with some malicious punk-metal aggro. 

14. Don’t Damn Me

Few do prickly defensiveness like Axl Rose, and this is him in full-on fuck-you-buddy-I’m-just-being-me mode (who said One In A Million?). It’s another heads-down rocker, enlivened by the tumble of attention-grabbing lyrics spilling out of the frontman’s mouth (‘Your only validation is living your own life/Vicarious existence is a fucking waste a time”). Killer middle section too.

13. Knockin' On Heaven's Door

Use Your Illusion’s other blockbusting cover. Guns repackaged Bob Dylan’s low-key 1973 hymnal for the hard rock masses by cranking up the histrionics, doubling the length and chucking it on the soundtrack of 1990 Tom Cruise movie Days Of Thunder. By the time it re-appeared here, it had become the definitive version for anyone who wasn’t a Dylan fan. It’s no All Along The Watchtower, but it’s hard to argue with its pumped-up intent.

12. Dust N’ Bones

Sung by co-writer Izzy in a loaded drawl, Use Your Illusion I’s second track is an existential bar-room romp that comes on like Charles Bukowski meets the Rolling Stones. Floor-scraping guitars and cig-in-the-mouth piano are present and correct, but Dust’N’Bones is way stranger than it should be, from its fatalistic lyrics (“Time’s short, life’s your own/And in the end we’re just dust’n’bones”) to the way Axl’s high’n’low backing vocals ramp up the menace. You didn’t get that with Warrant.

11. Get In The Ring

It could have languished as an unrecorded Duff McKagan number titled Why Do You Look At Me When You Hate Me? if Axl hadn’t got pissy about a bunch of journalists who dared give him a hard time. Cue a hastily-recorded tough guy rant aimed at his detractors in the media that names names and rubs salt in the wound by suggesting their fathers are more sexually active than they are. Gloriously spiteful and fantastically camp, even if that’s not necessarily the effect they were going for.

10. So Fine

Duff’s turn to duet with Axl, and it‘s a doozy: part ethereal ballad with a shivering performance from the frontman, part punk rock tribute to late New York Dolls guitarist Johnny Thunders with barely-vertical vocals courtesy of a heavy-lidded McKagan. The win is in the contrast between the two – who the hell thought of jamming two completely different songs together deserves a round of applause.

9. Yesterdays

GN’R hit a whole range of emotions across the two Use Your Illusion albums, and the laidback Yesterdays mined a seam of bittersweet nostalgia as Axl measured the man he was once was against the person he’d become. That rolling piano is prime Lynyrd Skynyrd

8. Right Next Door To Hell

And we’re off. The first song on the first Use Your Illusion album is Welcome To The Jungle on steroids: a blast of funny, furious, self-mythologising urban rock’n’roll inspired by a ruck Axl had with his West Hollywood neighbour. Matt Sorum’s drums boom like a thunderstorm, Slash and Izzy’s police siren guitars ramp up the chaos, and a screeching Axl ties his tongues in knots as he namechecks Sigmund Freud and delivers the mother of all “Fuck yoooooooouuuuu”s. All opening songs should be this exhilarating.

7. Pretty Tied Up

Or: Pretty Tied Up (The Perils Of Rock And Roll Decadence) to give it its full title. Use Your Illusion II’s eighth track lives up to its both halves of its billing, swinging from an admiring portrait of a dominatrix of the band’s acquaintance to the agonies of being in a massively successful rock band (hey, we’ve all been pushed to the brink after finding “a million dollars that someone forgot”). But it’s all delivered with a knowing wink, a knockout melody and even an electric sitar.

6. November Rain

Guns at their most preposterously, ludicrously, heroically overblown. Axl’s magnum opus was nearly a decade in the making but it was worth the wait – the result was gigantic five-tier wedding cake of a song, plastered with sweet icing and wrapped in a lace doily. But strip away the wailing guitars and OTT orchestration, and there’s real vulnerability at the heart of it all. And the final gear change at 6:48 ushers in two of the finest minutes of Guns N’ Roses’ career.

5. The Garden

The second greatest Use Your Illusion track that nobody ever talks about: a slice of swirling, psychedelic sleaze featuring a sneering guest spot from Alice Cooper (returning the favour after Guns teamed up him for a cover of Under My Wheels a few years earlier). If it was any other band, you’d wonder what the hell they were on. But this was Guns N’ Roses, so it’s pretty safe to say everything.

4. Breakdown

The greatest Use Your Illusion track that nobody ever talks about. A southern rock song played bunch of Hollywood brats, the seven-minute Breakdown has almost as much going on as November Rain: hammered piano, a twanging banjo, multiple time changes, see-sawing guitars and a spoken word section lifted verbatim from cult 1971 movie Vanishing Point – it’s all in this exhilarating, kaleidoscopic, hugely under-rated mini-epic. Shame about the non-existent chorus, but you can’t have everything.

3. Coma

Use Your Illusion I’s closing – and best – track is as claustrophobic and disorientating as November Rain is grandiose and daft. Slash and Axl have separately said they were inspired by bad drug experiences, and Coma is an overdose set to music – a jarring, 10-minute journey that phases sharply in and out of consciousness, complete with bleeping ECG and the distant gabble of doctors’ voices. Just as the song looks like it’s fading fast, it summons a sudden burst of last-gasp energy to ensure it doesn’t go gentle into that good night. 

2. Civil War

The song that infamously did for Steven Adler – the drummer was fired after failing to nail the drum track after umpteen takes (drugs might have been involved). Released a year before Use Your Illusion on 1990 charity album Nobody’s Child: Romanian Angel Appeal, the epic Civil War drew a line under the the ravenous rock’n’roll of Appetite For Destruction and signposted the all-you-can-eat ambition of Use Your Illusion I and II. They’d never written anything like it before, and they never wrote anything like it since.

1. Estranged

It’s no coincidence that the best songs on both Use Your Illusion albums are their longest. Axl Rose was always way more complex than your average hair metal bozo, and he pours all that complexity into Estranged, a rushing torrent of emotion and the highwater mark of not just the Use Your Illusion period, but of GN’R’s entire post-Appetite For Destruction career.

At nine minutes and 23 seconds, it’s half a minute longer than November Rain. But where the latter song stuffs in as much drama as it can until it’s close to exploding, Estranged ebbs and flows, shifting from stark piano parts to incandescent guitar eruptions that gives it a perpetual forward motion. And it features on Axl’s finest vocal performances: when he sings, ‘I jumped into the river too many times to make it home/I’m out here on my own, drifting all alone,’ you’re there with him.

Estranged is more than just a snapshot of Guns N’ Roses at that point: it offered a taste of what they could have become. That wasn’t to be, of course – it would be another 17 years before a new GN’R album materialised, by which time everyone but Axl was gone (Chinese Democracy was just the Use Your Illusion I and II with all the dials turned up anyway). But there are rumours of a new Guns N’ Roses record in the pipeline, so you never know. Here’s hoping it’s a triple…

Dave Everley

Dave Everley has been writing about and occasionally humming along to music since the early 90s. During that time, he has been Deputy Editor on Kerrang! and Classic Rock, Associate Editor on Q magazine and staff writer/tea boy on Raw, not necessarily in that order. He has written for Metal Hammer, Louder, Prog, the Observer, Select, Mojo, the Evening Standard and the totally legendary Ultrakill. He is still waiting for Billy Gibbons to send him a bottle of hot sauce he was promised several years ago.