tony286

AT THE STROKE of midnight on Sept. 17, 1991, Guns N' Roses was the
biggest band in the world. Hundreds of record stores had stayed open
late or re-opened in order to cash in on the first sales that night of
"Use Your Illusion," Vols. 1 and 2, the band's new twin albums. On the
strength of that promotion - and the coattails of the band's
blockbuster 1987 debut - the band set a record: for the first time in
rock history, two albums from one act opened at Nos. 1 and 2 on
Billboards national album sales chart. But by 1994 their fortunes had
changed. After years of drug addiction, lyric controversies, onstage
tantrums and occasional fan riots, their members had started to drift
away, their lead singer had become bogged down in personal lawsuits,
and "The Spaghetti Incident?," their collection of cover versions of
classic punk songs, had been released to mixed reviews and
disappointing sales.

The members of the band - what was left of it - reconvened at the
Complex, a Los Angeles studio, in a massive soundstage with a pool
table and a Guns N' Roses-themed pinball machine, to prepare for their
next album, which Geffen executives expected to release some time the
following year. But they quickly began suffering from an ailment that
has proved fatal to bands from time immemorial: boredom.

"They had enough money that they didn't have to do anything," said a
longtime observer of the band, one of the 30 people involved with the
album who spoke for this article. He spoke on the condition of
anonymity, as did many others who had signed a confidentiality
agreement while working with Mr. Rose. "You couldn't get everyone in
the room at the same time."

Mr. Rose had appointed himself the leader of the project, but he
didn't seem to know where to lead. As Slash, the band's longtime
guitarist, said recently, in reference to the singer's songwriting
style: "It seemed like a dictatorship. We didn't spend a lot of time
collaborating. He'd sit back in the chair, watching. There'd be a riff
here, a riff there. But I didn't know where it was going."

Geffen was riding toward an uncertain destiny as well: its founder,
David Geffen, retired, and its corporate parent, MCA Inc., was sold to
the liquor giant Seagram, led by Edgar Bronfman Jr. With all those
changes swirling, and with old Guns N' Roses material still ringing up
millions in new sales, executives decided to leave the band alone to
write and record.

A cover of the Rolling Stones' "Sympathy for the Devil," however,
which was released as part of a movie soundtrack, would be the last
addition to the original band's catalog. Slash quit the band in 1996;
the drummer Matt Sorum and the bassist Duff McKagan were the next to
go. Of the founding members, that left just Mr. Rose. But instead of
starting something new, he chose to keep the band's name and
repopulate it with new musicians. Geffen wasn't in much of a position
to deny him. The label was on a cold streak and wagered that fans
would still flock to the singer, even if a band had to be rebuilt
around him.

Geffen wasn't in much of a position to prod him forward, either. In
1997 Todd Sullivan, who was then a talent executive for the company,
sent Mr. Rose a sampling of CD's produced by different people, and
encouraged him to choose one to work on "Chinese Democracy." Mr.
Sullivan says he received a call informing him that Mr. Rose had run
over the albums with a car.

The singer had encouraged everyone in the band's camp to record their
ideas for riffs and jams, hours and hours of song fragments that he
hoped to process into full compositions. "Most of the stuff he had
played me was just sketches," Mr. Sullivan recalled. "I said, 'Look,
Axl, this is some really great, promising stuff here. Why don't you
consider just bearing down and completing some of these songs?' He
goes, 'Hmm, bear down and complete some of these songs?' Next day I
get a call from Eddie" - Eddie Rosenblatt, the Geffen chairman -
"saying I was off the project."

Around the start of 1998 Mr. Rose moved the band that he had assembled
to Rumbo Recorders, a three-room studio deep in the San Fernando
Valley where Guns N' Roses had recorded parts for its blockbuster
debut, "Appetite for Destruction." The crew turned the studio into a
rock star's playground: tapestries, green and yellow lights,
state-of-the-art computer equipment and as many as 60 guitars at the
ready, according to people involved in the production. But Mr. Rose
wasn't there for fun and games. "What Axl wanted to do," one recording
expert who was there recalls, "was to make the best record that had
ever been made. It's an impossible task. You could go on infinitely,
which is what they've done."

As time and dollars flew by, pressure mounted at Geffen. The label's
dry spell lingered, making them more dependent than ever on new music
from their heavy hitters. "The Hail Mary that's going to save the
game," the recording expert who spoke on the condition of anonymity
explained, "is a Guns N' Roses record. It keeps not coming and not
coming." The label paid Mr. Rose $1 million to press on with the
album, with the unusual promise of another $1 million if he delivered
"Chinese Democracy" by March 1 of the following year. Geffen also
offered one of the producers Mr. Rose had recently hired extra
royalties if the recording came in before that.

He never collected. The producer, who goes by the name Youth (his real
name is Martin Glover), started visiting the singer in the pool room
of his secluded Malibu estate, to try to help him focus on composing.
But that collaboration didn't go any better than his predecessors'
had. "He kind of pulled out, said 'I'm not ready,' " Youth said. "He
was quite isolated. There weren't very many people I think he could
trust. It was very difficult to penetrate the walls he'd built up."

Youth's replacement was Sean Beavan - a producer who had previously
worked with industrial-rock acts like Marilyn Manson and Nine Inch
Nails - and under his care the riffs and song fragments that the band
had recorded slowly began to take shape. But costs were spiraling out
of control. The crew rented one piece of specialized equipment, for
example, for more than two years - at a cost well into six figures -
and used it for perhaps 30 days, according to one person involved with
the production.

Mr. Rose appeared sporadically, some weeks just one or two days, some
weeks not at all. "It was unorganized chaos," the same person said.
"There was never a system to this. And in between, there were always
parties to go to, different computers Axl was trying out or buying.
There were times when we didn't record things for weeks."

So the studio technicians burned as many as five CD's per week with
various mixes of different songs, which were driven to Malibu for Mr.
Rose to study. The band's archive of recorded material swelled to
include more than 1,000 digital audio tapes and other media, according
to people who were there at the time, all elaborately labeled to chart
the progress of songs. "It was like the Library of Congress in there,"
said one production expert who spent time on the album there.

By one count, the band kept roughly 20 songs it considered on the A
list and another 40 or so in various stages of completion on the B
list.

All that material, however, didn't do much to reassure the band's
label. "In 1998 and 1999 you start getting a little bit nervous," Mr.
Rosenblatt, the executive who led the outfit after David Geffen's
departure, said delicately. "Edgar Bronfman picks up the phone more
than once. He wanted to know what was going on. You unfortunately have
got to give him the answer, you don't know. Because you don't." To
take the pressure off, Mr. Rose's manager at the time presented the
idea of releasing a live album from the original band, which. Mr.
Rose's crew began to assemble.

In January 1999 Seagram orchestrated a massive restructuring of its
music division, firing 110 Geffen employees, including Mr. Rosenblatt,
and folding the unit into the corporation's bigger Interscope Records
division. The unfinished album was placed in the hands of Interscope's
chairman, Jimmy Iovine. Mr. Iovine declined to comment for this
article.

Mr. Rose was said to be crushed by the departure of his Geffen
contacts - just as "White Trash Wins Lotto," a musical satire that
sent the singer up as a star-eyed hayseed forced to learn the harsh
lessons of the music industry, was developing a cult following in Los
Angeles. When he missed his March deadline, however, he set a pattern
that would repeat itself for years to come: a flurry of energetic
activity, followed by creative chaos and a withdrawal from the studio.