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Use Your Illusion II

Use Your Illusion II
Studio album by Guns N' Roses
Released September 17, 1991
Recorded January 13, 1990–August 3, 1991 at A&M Studios, Record Plant Studios, Studio 56, Image Recording, Conway Studios and Metalworks Studios
Genre Hard rock, heavy metal, blues rock, art rock, punk rock
Length 75:52
Label Geffen
Producer Mike Clink, Guns N' Roses
Guns N' Roses chronology
Use Your Illusion I
Use Your Illusion II
"The Spaghetti Incident?"
Singles from Use Your Illusion II
  1. "You Could Be Mine"
    Released: June 21, 1991 (June 21, 1991)
  2. "Knockin' on Heaven's Door"
    Released: May 1992 (May 1992)
  3. "Yesterdays"
    Released: October 26, 1992 (October 26, 1992)
  4. "Civil War"
    Released: May 3, 1993 (1993-05-03)
  5. "Estranged"
    Released: January 17, 1994 (1994-01-17)
Professional ratings
Review scores
Source Rating
Allmusic [1]
Entertainment Weekly (A) [2]
Q [3]
Robert Christgau [4]
Rolling Stone [5]
RS Album Guide [6]

Use Your Illusion II is the fourth studio album by the American rock band Guns N' Roses. It was one of two albums released in conjunction with the Use Your Illusion Tour, along with Use Your Illusion I. Bolstered by the lead single "You Could Be Mine," Use Your Illusion II was the slightly more popular of the two albums, selling 770,000 copies its first week and debuting at No. 1 on the U.S. charts, ahead of Use Your Illusion I's first week sales of 685,000.[7] Both albums have since been certified 7× Platinum by the RIAA.[8] It was also No. 1 on the UK Albums Chart for a single week. It is the last Guns N' Roses album to feature rhythm guitarist Izzy Stradlin. It also included the last Guns N' Roses song to feature drummer Steven Adler, who played on "Civil War."


  • Overview 1
  • Cover 2
  • Track listing 3
  • Personnel 4
  • In popular culture 5
  • Charts 6
    • End of decade charts 6.1
  • Certifications 7
  • See also 8
  • References 9


The Use Your Illusion albums were a stylistic turning point for Guns N' Roses (see Use Your Illusion I for discussion). In addition, Use Your Illusion II is more political than most of their previous work, with songs like "Civil War", a cover of Bob Dylan's "Knockin' on Heaven's Door", and "Get in the Ring" dealing respectively with the topics of violence, law enforcement, and media bias. The thematic material deals less with drug use than previous Guns N' Roses albums. Use Your Illusion I featured mostly songs pre-Appetite for Destruction (with notable exceptions) while Use Your Illusion II featured more tracks written during and after Appetite For Destruction.

The band's cover of "Knockin' on Heaven's Door" had been released almost a year earlier on the Days of Thunder soundtrack, while "Civil War" was debuted at the 1990 Farm Aid concert. That concert also featured Guns N' Roses playing a cover of the U.K. Subs song "Down on the Farm," a studio version of which would later appear on the band's 1993 release of cover songs, "The Spaghetti Incident?". "Civil War" was released as a B-side to "You Could Be Mine". The song had also been released on a charity album called Nobody's Child, a fund-raising compilation for Romanian orphans.

"You Could Be Mine" was released in June 1991 and is featured in the film Terminator 2: Judgment Day. The song was not released on the actual T2 soundtrack. The band also filmed a video featuring Arnold Schwarzenegger in character as the Terminator, with a loose plot featuring Axl Rose as its "target". However, he saved from termination as he is deemed a "waste of ammo" by the T-800's lock-on system. The original subject matter of the song dealt with Izzy Stradlin's failed relationship with ex-girlfriend Angela Nicoletti.

The Use Your Illusion albums can be considered a single cohesive work, and certain elements of Use Your Illusion II underscore this intent. For instance, both albums have a version of the song "Don't Cry", and both have one cover song; "Live and Let Die" by Paul McCartney (Use Your Illusion I) and "Knockin' on Heaven's Door" by Bob Dylan (Use Your Illusion II). Each also has at least one track sung by other members of the band: lead vocals on "So Fine" are performed by bassist Duff McKagan - the song, that was dedicated to punk rock musician Johnny Thunders, who died from a drug overdose before the recording of the album.[9]

The song "Get in the Ring" finds the band lashing out at a career's worth of critics and enemies. Among those referred to by name are editors of several entertainment magazines. The industrial flavored "My World," the final track, was written and recorded in three hours, with Rose claiming those in the recording room were on mushrooms at the time.[10]

To achieve the final mix of the album, the band had some difficulty, especially during the mixing stages of the production of both albums. According to a 1991 cover story by Rolling Stone magazine, after mixing 21 tracks with engineer/producer Bob Clearmountain, the band fired Clearmountain when he tried to replace the real drums with samples. According to Slash's autobiography, "one afternoon we discovered a notepad of his where he'd notated all the drum samples he planned to mix in over Matt's drum tracks" the band decided to scrap the mixes and start from scratch with engineer Bill Price of Sex Pistols fame.[11]

Slash has stated that most of the material for the album was written on acoustic guitars in a couple of nights at his house (the Walnut House), after several months of non-productivity.[12] According to Slash "Breakdown" was one of the most complicated songs to record on the album; the banjo, drum, and piano parts were hard to synchronize and drummer Matt Sorum "lost it" a couple of times trying to get the drums just right.[13] The song "Locomotive" was written in a house Slash and Izzy Stradlin rented in the Hollywood Hills following the Appetite for Destruction tours.[14] The song shows the group dabbling in funk metal.[15]


The cover art of both Use Your Illusion albums is a detail of Raphael's painting The School of Athens. The highlighted figure, unlike many of those in the painting, has not been identified with any particular philosopher. Both covers are the work of Estonian-American artist Mark Kostabi.[16] The album's liner notes hide the message "Fuck You St. Louis" amongst the thank you notes, a reference to the band's controversial performance near there at the Hollywood Casino Amphitheatre in July 1991 during the Use Your Illusion Tour.

Track listing

No. Title Writer(s) Length
1. "Civil War"   Axl Rose, Slash, Duff McKagan 7:42
2. "14 Years"   Izzy Stradlin, Rose 4:23
3. "Yesterdays"   Rose, West Arkeen, Del James, Billy McCloud 3:14
4. "Knockin' on Heaven's Door" (Bob Dylan cover) Bob Dylan 5:36
5. "Get in the Ring"   McKagan, Slash, Rose 5:42
6. "Shotgun Blues"   Rose 3:23
7. "Breakdown"   Rose 7:04
8. "Pretty Tied Up"   Stradlin 4:48
9. "Locomotive"   Slash, Rose 8:42
10. "So Fine"   McKagan 4:08
11. "Estranged"   Rose 9:23
12. "You Could Be Mine"   Stradlin, Rose 5:43
13. "Don't Cry" (Alternate lyrics) Stradlin, Rose 4:45
14. "My World"   Rose 1:24
Total length:


Guns N' Roses
Additional musicians
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