"If we make this record and it sells, then if nothing else some of our heroes can get some royalties": The stories of the songs that powered Guns N' Roses' strangest and most understood album

Axl Rose singing
(Image credit: Future UK)

Thirty years after it was released, The Spaghetti Incident? remains the strangest and most misunderstood album Guns N’ Roses released. Coming on the heels of the blockbusting Use Your Illusion pair, this collection of (mostly) punk covers recorded during the UYI sessions and between dates on the subsequent tour was a curve ball from one of the biggest rock bands on the planet. 

“These were all songs we played in soundcheck or live over the years,” GN’R bassist Duff McKagan explains to Classic Rock. “There was no plan to start with. We recorded a few songs, and then it was like, let’s just make a record.” 

Guns N’ Roses were a hard rock band with punk rock in their hearts. Duff had played in punk bands The Fartz and The Fastbacks in his native Seattle, but everyone was on board. 

“It was Axl who loved the UK Subs, he found Down On The Farm,” says Duff. “We figured, if we make this record and it sells, then if nothing else some of our heroes can get some royalties.” 

The reviews that greeted The Spaghetti Incident? upon its release in November 1993 veered between the perplexed and the hostile. It sold just a million copies in the US – small change next to Appetite For Destruction, but enough to boost both the profile and the bank balance of those who wrote the songs that GN’R had covered on it. These are the stories behind those original songs.


The Skyliners - Since I Don’t Have You

The Skyliners, circa 1959

(Image credit: Michael Ochs Archives)

The Spaghetti Incident? may have been a Guns N’ Roses punk-rock covers album, and the most punk-rock thing they did on it was to kick the whole thing off with an unironic cover of Pittsburgh doo-wop group The Skyliners’ 1958 single Since I Don’t Have You

The song dated back to an era when rock’n’roll had yet to fully get its claws into America’s youth. In their pressed suits, shirts and ties – and in the case of co-vocalist Janet Vogel, billowing dress – The Skyliners looked more like trainee accountants than like pop stars, but their version of Since I Don’t Have You reached No.12 in the US in early 1959. 

In a 1993 radio interview, Slash revealed that Axl constantly sang the song when the two of them lived together during GN’R’s early days. “I don’t know why I really liked that song, I just did,” Axl said, adding wryly: “Punk rock at its finest.”

The Damned - New Rose

It’s the greatest recycled intro of all time: “Is she really going out with him?” First heard in 1964 as the opening of The Shangri-Las’ immaculate teenage death-ride anthem Leader Of The Pack, it was repurposed 12 years later by The Damned for New Rose, their debut single and the first by a British punk band. 

“Dave [Vanian, singer] was waiting for the drums to start up, and he goes: ‘Is she really going out with him?’” original Damned guitarist Brian James says of the Shangri-Las homage. “We didn’t even know Nick [Lowe, producer] left it in until we heard the single for the first time.” 

Devious or not, it fired the starting pistol for an entire movement. James had written the New Rose riff while he was temporarily living in Belgium with his pre-Damned band Bastard. “The drummer couldn’t get his head around it, so I sat on it,” says James.

He had more luck when he returned to London after Bastard fell apart in late 1974. The following year, he began putting together the band that would become The Damned, starting with drummer Rat Scabies (real name Chris Millar). 

“I played him that riff and he picked up on it straight away,” says James. “This was when it was just the two of us – Captain [Sensible, bassist] wasn’t even on the scene then.” 

James fleshed out the song in less than three hours in his flat in Kilburn. The amphetamine drum tattoo that kicks everything off came from Scabies. “I said: ‘Let’s have some jungle drums as an intro.’ And Rat did something totally unexpected. It was crazy from the outset.” 

James’s lyrics matched the song’s musical endorphin rush. It wasn’t about a woman, says the guitarist, so much as a feeling. “The only thing I can think of is that it must have been about the punk scene. Suddenly there was a bunch people who loved The Stooges and the MC5 as much as I did.” 

New Rose was released as a single in October 1976 on Stiff Records, beating the Sex Pistols’ Anarchy In The UK by three months. “None of us gave a fuck about having the first punk single,” says James. “It was only the managers who cared about all that.” 

After the Damned’s temporary split in 1978, James went on to form Lords Of The New Church. In August 1986, the Lords played a show in Glendora, just outside LA. The support act that night were a pre-fame Guns N’ Roses. “All I remember is their drummer had a leopardskin-covered drum kit,” says James. “Acouple of years later they were everywhere.” 

The circle was completed when GN’R covered New Rose on The Spaghetti Incident? – which James only found out via an article in Rolling Stone: “They asked Slash what he’d been recording lately, and he said they’d done a Wings song and New Rose. I thought: ‘Fucking hell! I might make some money from it for the first time in my life!’”

UK Subs - Down On The Farm

It was the middle of the night in London, some time at the end of the 80s, when Charlie Harper was woken up by his phone ringing. A guy with an American accent on the other end of the line introduced himself as Duff McKagan. He was at a party in Los Angeles with the Subs’ then-manager, and he wanted to know if it would be okay if his band, Guns N’ Roses, covered Harpers band the UK Subs’ song Down On The Farm. “Sure,” said Harper, then went back to sleep. 

Originally appearing on the Subs’ 1982 album Endangered Species, Down On The Farm is one of punk’s great anthems of boredom. “All I need is some inspiration, before I do somebody some harm,” Harper drawls blankly at the start of the track. But this was no nihilistic rant at the futility of life. It was literally about being cooped up on a farm – specifically, Jacob’s Farm, a residential studio in Surrey. 

“Lovely place,” Harper says now. “But I was trying to write lyrics for this brilliant music Alvin [Gibbs, Subs bassist] had come up with, and failing.” 

Stuck in the studio while his bandmates relaxed in the farm’s pool, Harper became increasingly frustrated. “I started feeling really depressed. And that’s when it all came along.” 

The finished song barely keeps a lid on its frustration. ‘Boredom eats me like cancer,’ sings Harper, adding the coup de grace towards the song’s conclusion: ‘Everything smells like horseshit, down here on the farm.’ “That was true,” he says. “There was a stable with horses. Everything did smell like horseshit. The owners thought it was funny.” 

Guns N’ Roses’ version of the song made its first appearance at the Farm Aid festival in Indianapolis in April 1990, before they recorded a faithful version – give or take Axl’s Dick Van Dyke London accent – for The Spaghetti Incident?. It got a run out on the band’s last tour, most notably at the Glastonbury festival at Worthy Farm, where the ‘everything smells like horse shit’ line came with piquancy. 

“It’s such a simple piece of music, but so effective,” says Harper, who has been known to introduce it as “a cover of a Guns N’ Roses song”. The only line that makes him wince now is: ‘I’d rather be back in Soho, than down on the farm.’ “That’s turned on me now,” he says. “I’d rather be anywhere else on the planet than there these days.”

The New York Dolls - Human Being

The New York Dolls’ self-titled 1972 debut album is one of the foundation stones of both punk and 80s glam-rock – a staggering, slurring missive from the gutters of the Big Apple, complete with bird’s-nest hair and lipstick smears. 

Prophetically titled second album Too Much Too Soon, which stripped away what vestiges of professionalism had been present on the debut, sounded like the work of a band who could barely stand upright. Never more so than on final track Human Being, a barely produced blast of hissing punk noise that buried singer David Johansen’s sneers and howls deep within layers of fuzzy guitars, that sounded like they couldn’t wait to leave the studio to get their next fix. 

Guns N’ Roses’ version buffed up the sound into something listenable – how could they not have? – but lost some of the original’s band-in-the-process-of-falling-apart anti-charm in the process.

The Stooges - Raw Power

Stooges fan David Bowie had taken on the task of producing The Stooges’ third album, Raw Power, partly hoping his own growing fame would finally help catapult them to stardom. But it wasn’t to be. A combination of bad drug habits, volatile personalities and Bowie’s underpowered production meant Raw Power barely got off the ground. 

The Stooges themselves fell apart a year later following a riotous final gig in which Iggy Pop took on a whole chapter of Hells Angels, but their fucked-up spirit had seeped into the very bones of rock’n’roll. 

Guns N’ Roses could match The Stooges for debauchery, and laid down two Stooges covers for The Spaghetti Incident?: an instrumental version of Down On The Street from 1970’s Funhouse, and the Duff McKagan-sung Raw Power. The latter won the day, and survives in GN’R’s set-lists to this day, while Iggy returned the favour by having Duff appear on his most recent album, Every Loser.

Dead Boys - Ain't It Fun

Dead Boys were the troglodyte wing of the 70s New York punk scene. Ditching arty intellectualism, the transplanted Clevelanders were an explosion of instinct and attitude, propelled by Cheetah Chrome’s broken-glass guitar and charisma-bomb frontman Stiv Bators’s playingdumb sneer. 

Ain’t It Fun began life as a song by Chrome’s previous band, Rocket From The Tombs. In its original incarnation, it was five and half minutes of post-Watergate nihilism with a side-order of provocation: “Ain’t it fun when you tell her she’s just a c**t,” drawled RFTT singer David Thomas, before the track exploded into shards of noise. 

The Dead Boys kept the neutron-star energy that burned at its heart, but added a wired edge that the original lacked, with Bators – one part Johnny Rotten and one part Sid Vicious – shifting from snivelling whisper to mush-mouthed aggro in an instant. It was the Dead Boys’ version that Guns N’ Roses used as a touchstone for their own cover. 

The inspiration came via ex-Hanoi Rocks frontman Mike Monroe, a friend of both Bators and Axl Rose. When Axl told Monroe he wasn’t familiar with the Dead Boys, Monroe made him a cassette. “We were driving around Hollywood in Axl’s car when Ain’t It Fun came on. Axl said: ‘Wow, this a great song,” Monroe, who appeared on the finished version, told Classic Rock. “He immediately called Slash and said: ‘Let’s get the band together, we’re covering this Dead Boys song.’”

T.Rex/Soundgarden - Buick Mackane (Big Dumb Sex)

Marc Bolan described T.Rex’s Buick Mackane as “Zep Rex” – a nod to the fact that it was heavier than the cosmic-dandy glam-rock that had propelled Bolan’s group to fame. GN’R took it one step further with their version of the 1973 song from T.Rex’s The Slider album, dropping in a burst of Soundgarden’s Big Dumb Sex towards the end.

The latter was a curious choice – Soundgarden’s Big Dumb Sex, which appeared on 1989’s Louder Than Love, was a mocking take-down of what guitarist Kim Thayil called “butt rock” and “stupid music”. It’s not clear whether they had Guns N’ Roses in mind when they wrote it, although in his defence, Axl had been a cheerleader for the Soundgarden long before the rest of the world caught on. When in a 1989 interview Rolling Stone asked him who he’d been listening to, he replied: “I enjoy Soundgarden. The singer just buries me.” 

He made good on his fandom by inviting the Seattle band to open for GN’R and Metallica on their co-headlining tour in 1991. Two years later, that Buick Mackane/Big Dumb Sex mash-up proved he was either in on the joke or completely oblivious to it.

Nazareth - Hair Of The Dog

When Scottish rockers Nazareth told their label, A&M, that they planned to call their new album Son Of A Bitch, they got a swift response. “They went: ‘No, you can’t do that, we won’t be able to sell it,’” says bassist Pete Agnew. “We went: ‘Hang on, if John Wayne can say it, why can’t we?’ But they weren’t having it.” 

Agnew still calls the 1975 album, and its barrelling title track, Son Of A Bitch today, although the rest of the world knows it as Hair Of The Dog (a play on ‘Heir Of The Dog’, itself a twist on that original title). That song, featuring singer Dan McCafferty’s wind-tunnel vocal, a killer talkbox guitar solo from guitarist Manny Charlton and more cowbell than is legal in some US states, is the tale of an alluring but devious woman who finally meets her match. ‘Now you’re messing with a sonofabitch,’ McCafferty howls gleefully. 

The song caught the attention of a young Axl Rose, whose rasping howl sailed close to McCafferty’s. Axl enlisted Manny Charlton to produce an early, pre-Appetite For Destruction demo, but the guitarist grumbled that he couldn’t get all of the band in the studio at the same time. When Nazareth played half a dozen dates in California in April 1988, Guns N’ Roses turned up to all of them. “They were nice kids,” says Agnew. “Very polite.” 

It was no surprise that they chose to cover Hair Of The Dog on The Spaghetti Incident?, cheekily adding a snippet of Day Tripper on the end in acknowledgement of the original’s passing similarity to the Beatles' song. 

“It’s good, but they didn’t really do much with it,” Agnew says of GN’R’s version of his own band’s song. “We had great success covering other people’s songs, but we always put our own stamp on it. I think Axl just wanted to sing ‘son of a bitch’.”

Misfits - Attitude

It was Metallica, not Guns N’ Roses, who put America’s greatest cult punk band back on the map five years after they split. Metallica’s 1987 mash-up of New Jersey horror-punks Misfits’ Last Caress and Green Hell introduced the Glenn Danzig-fronted band to a generation of thrash kids. 

GN’R may have been late out of the gate with their own Misfits cover, but they picked a doozy. Attitude was a rush of catchy, goth-tinged punk’n’roll that appeared on the B-side of the New Jersey band’s 1978 single Bullet

Misfits looked like a bunch of grave diggers at a Halloween party, with thick black eyeliner and distinctive ‘devilocks’ – fringes styled forward into a point that hung down to their chins. “We weren’t drug-shooting beatnik Bowery Boys,” founding bassist Jerry Only says. “That’s why we came up with the horror thing. We loved horror films, sci-fi, B-movies.” 

The Misfits

(Image credit: Laura Levine / Corbis via Getty Images)

Attitude wasn’t a horror-punk track so much as a blast of pure, well, attitude. “When we did the lines ‘I got some fuckin’ attitude’, nobody was saying ‘fuck’ every second word in 1978,” says Only. “Back then we were doing that to be socially obnoxious.”

Attitude was lined up to appear on Misfits’ debut album, Static Age, but label disinterest and an acrimonious split with Danzig meant the record remained unreleased until 1997, four years after GN’R hopped on the Misfits bandwagon. Today, Danzig and Only have patched up their differences and are again playing under the Misfits name, headlining festivals and arenas. America's greatest cult punk band are a cult no longer.

Sex Pistols - Black Leather

Black Leather might be credited to the Sex Pistols, but the band that recorded it wasn’t just unrecognisable from the one that had made Never Mind The Bollocks, they didn’t even exist by the time it snuck out in 1980. 

After Johnny Rotten left following a disastrous US tour in January 1978 to form PiL, manager Malcolm McLaren urged guitarist Steve Jones, drummer Paul Cook and doomed bassist Sid Vicious to carry on without the talismanic singer. In the spring of 1978, this rump Sex Pistols entered the studio to record a grab-bag of songs for the soundtrack to an entertainingly shambolic film-come-art-statement McLaren was planning called The Great Rock’N’Roll Swindle

Among them was Black Leather, a bondage-fixated slab of buffedup rock’n’roll with Jones on vocals and bass as well as guitar. The first the world heard of Black Leather was when it was covered by LA punks The Runaways on their 1978 album And Now… The Runaways

Perversely, McLaren opted to drop the Jones/Cook version from The Great Rock’N’Roll Swindle when the film was released in 1980. Instead it slipped onto the seven-inch singles collection Pistols Pack, by which time Jones and Cook had formed their new band The Professionals (the seeds of that group were undeniably in Black Leather). By the end of the 80s, Jones had relocated to LA and released two solo albums, Mercy and Fire And Gasoline, the latter including a version of another Pistols semi-obscurity, I Did U No Wrong. And singing backing vocals on that cover? Axl Rose.

Johnny Thunders - You Can’t Put Your Arms Around A Memory

Steve Lillywhite was 23 years old and barely out ofthe gate career-wise when he signed on to co-produce Johnny Thunders’s debut solo album, So Alone, in early 1978. As a staff producer at Island Records, he’d worked with the John Foxx-fronted Ultravox! and Eddie And The Hot Rods, among others, but the inelegantly wasted ex-New York Dolls and Heartbreakers guitarist was a different prospect altogether. 

“Johnny was friends with my room-mate and so I got to know him,” Lillywhite tells Classic Rock. “The Heartbreakers album [1977’s L.A.M.F.] didn’t sound great, so I said: ‘Let me do your solo album. I’ll guarantee you get a good-sounding record.’ Of course, I was bluffing completely.” 

Lillywhite and Thunders entered The Fallout Shelter, a studio in the dingy basement of Island’s West London offices. “It was this funky old studio with no natural light,” says Lillywhite. “It was the perfect way to record Johnny Thunders.” 

Thunders was deep in the grip of heroin addiction. “He was a lovely, lovely guy – when you got him on a good day,” says Lillywhite. The guitarist’s well-connected manager, BP Fallon, recruited a stellar cast list to play on the album, including Phil Lynott, Steve Marriott, Sex Pistols duo Steve Jones and Paul Cook, and Only Ones frontman Peter Perrett. 

It was Perrett, himself no stranger to the needle, who would help bring the album’s stand-out track – and the highlight of Thunders’s solo career – to life. You Can’t Put Your Arms Around A Memory was a broken-down ballad that found this strung-out New York alley cat at his most vulnerable. “Peter helped me understand the sort of person Johnny was,” says Lillywhite. “‘Get him today, Steve, because he’s not hurting, he’s on good form.’ Because on other days he’d be nodding off all the time.” 

Also playing on the track were Eddie And The Hot Rods bassist Paul Grey and Only Ones drummer Mike Kellie. Perrett provided guitar and backing vocals, although You Can’t Put Your Arms Around A Memory was pure Thunders. Part junkie confessional, part snarl of defiance, it was the sound of a man writing his epitaph – his own My Way

It would be Thunders fanatic Duff McKagan who sang on GN’R’s cover of the song, adding an impromptu tribute to the guitarist, who died of drug-related causes in 1991. 

“That song doesn’t sound perfect by modern thinking,” Lillywhite says of the original. “Some might say the guitar is out of tune. But that’s why it resonates so well, there’s a humanity to it.”

Fear - I Don’t Care About You

Even by the standards of LA’s early punk scene, Fear thrived on provocation. They were formed by jazz and blues-loving ex-soldier Lee Capallero, who moved cross country to California, and reinvented himself as Lee Ving and as American punk’s button-pusher-in-chief. 

Fear’s 1983 debut album, The Record, was a satirical dissection of modern American culture, poking fun at everything from arty hipsters to left-leaning punk rockers. The bluntly titled I Don’t Care About You wrapped up their whole ethos in two minutes of roaring rock’n’roll. ‘I don’t care about you, fuck you!’ Ving bawled on the chorus, although a weird kind of compassion shone through when he sang: ‘I’ve seen a old man have a heart attack in Manhattan/Well he died while we just stood there lookin’ at him’. Cynical, or empathetic? Maybe Guns N’Roses noticed a little bit of both in it.

Charles Manson - Look At Your Game, Girl

In the late 60s, Charles Manson pursued two parallel careers: one as a musician, the other as a racist, psychopathic cult leader. Unfortunately for the seven people who died at the hands of his followers, he was more successful at the latter than the former, although that didn’t stop him amassing a stockpile of songs that he hoped would turn him into a star. 

Among them was Look At Your Game, Girl, a pared-down acoustic track that sounded like the work of a fifth-rate LA troubadour. Written in 1968, the song remained on the shelf for a couple of years, when it was opportunistically released as a single just as Manson and his acolytes went on trial for murder. 

Axl Rose discovered the track on the 1970 album Lie: The Love And Terror Cult, and figured Manson’s status as an American anti-hero chimed with his band’s. The decision to cover it as an uncredited bonus track on The Spaghetti Incident? backfired – the outrage that greeted it prompted the band to donate performance royalties to an environmental charity. But it was too little too late – an album that was conceived with the noblest of intentions ended on a sour note.

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.