"Use Your Illusion" is a cross between Physical Graffiti and "The Wall," proclaims GN'R comanager Alan Niven. "It's a record that's gonna amaze and frighten at the same time." Such words have fortified the mystique surrounding the most long-awaited rock LP since Def Leppard ended their four-year silence with the release of Hysteria back in '87. Ironically, the Lep LP came out one week before Appetite For Destruction. At press time we can't even tell you what configuration Use Your Illusion will take. It may be a lengthy, 76-minute CD ("We'll get as many minutes on the CD as technically possible," says Axl Rose); it may be released in two parts - a record and CD first, then an EP later; or maybe it'll be something totally bizarre, like two LPs released with separate titles and covers at the same time.

The mystery surrounding the packaging of the new Guns material simply fortifies the uniqueness of this entire project. What is for certain is that there are 36 songs - finished, recorded, mixed and ready for release. And the consensus in the band is that they would like to get all the stuff out to their fans at one time, or as close to one time as possible. The extensive track list runs the full gamut of rock music styles, from massive epics like "Coma," "Breakdown," "The Garden," "Estranged" and "November Rain," to bluesy, melodic, yet crunchy rockers like "Dust and Bones," "Pretty Tied Up" (featuring vocals by Izzy Stradlin), "Bad Obsession," "Yesterdaze," "Bad Apples" and "So Fine" (bassist Duff McKagan takes over lead vocals on this one), to balls-to-the-walls slammer like "Locomotive," "Ain't Goin' Down," "Right Next Door To Hell" (an ode to Axl's troublesome next-door neighbor), "Back Off Bitch" and "Shotgun Blues."

Rather than attempt with sure futility to outline every track, we've chosen to focus on certain, exceptional cuts that, even before the release of the record, have caused a tremendous buzz in the tight-knit GN'R camp.

"Axl sang a part in 'The Garden,' and it sounded exactly like Alice Cooper," recalls Slash. "I mean, it sounded exactly like Alice. So we were like, 'Let's get Alice to do it,' you know, rather than just steal his style. So Alice came down and sang it. It was cool."

A hallucinatory experience penned by Axl and West Arkeen, "The Garden" features a breathtakingly eerie vocal passage where Alice, in vintage Coop spoken-word style, delivers lyrics written by RIP's Del James. When the track was finished, Axl called the office and played the song for Del over the speaker phone in his office. "Listen, man," he said. "Alice Cooper singing your lyrics." Mr. James was speechless the rest of the afternoon.

"One thing about this album," Slash says, "is that a lot of these songs were written during different time periods for us - some of them even before we met one another. So what happens is, you have lyrics to a song and some music that on of the other guys wrote a long time ago, and you go in to record it, and you can't catch the vibe of whatever he was feeling at the time he wrote it."

An example of this scenario is the first single and video from Illusion, a track called "Don't Cry." Written five years ago, the song appeared on Guns' first demo, back in 1986. This now-legendary tape also contained "Welcome To The Jungle," "Back Off Bitch" and "Anything Goes." In the club days, "Don't Cry" was a show-stopper. Kids were mesmerized by the intensity of Axl's lyrics as this intense ballad swirled off the stage. But a half-decade later, when the band finally decided to record the song for release, Axl reexamined the lyrics and decided they needed "updating." Somehow, there will be three versions of "Don't Cry" - the original demo version, an updated demo version, and the 1991 modernized edition with new lyrics, which will be the first single and video.

"And we just added the 36th song," says Duff McKagan. "One with [ex-Hanoi Rock leader] Michael Monroe. It's called 'Ain't it Fun.' It's kind of a spooky song, 'cause it's like, 'Ain't it fun/You're gonna die young.' It's a Dead Boys song we redid with Axl and Mike singing."

One thing about the Gunners is their true appreciation of the wondrous catalog of rock history. This band has never been afraid to cover a cool song, no matter where it came from. From Aerosmith's "Mama Kin" to Dylan's "Knockin' On Heaven's Door," the influences are wide ranging, to say the least. It's speculated that the EP, which may be released some time after the LP, will contain at least four covers, these being the punk tunes "I Don't Care About You" by Fear, "Attitude" by the Misfits, "New Rose" by the Damned and "Black Leather" by the Sex Pistols. The covers "Live And Let Die" by Wings and "Down on the Farm" by U.K. Subs will appear on Illusion.

An undeniable factor contributing to the tremendous amount of time it took the band to produce this album was the problem surrounding their former drummer, Steven Adler. Unable to cope with a destructive heroin addiction, Adler could not perform in the studio. He was often absent from sessions, and showed little or no interest in the new project. After almost 18 months of wasted time (and money), the decision came down to let Steven go and search for a new set of sticks. The keeper of those sticks proved to be Guns N' Roses' savior.

"I don't want to say anything against Steven, but we went through so much miscellaneous bullshit," recalls Slash. "I mean, for years all the other distractions, and with Steven for more than a year alone. Then, all of a sudden, Matt [Sorum] enters the picture. We rehearse 36 songs in a month and record the whole LP, all the basics, in five weeks - I mean all the guitars, bass and acoustical stuff; the vocals took a little longer. When Matt came in, we just went into the studio and did it. Just like that! We were entangled in the biggest procrastination situation you ever heard of."

"The Cult was looking for a limey drummer anyhow," remembers Duff. "So we snatched up Matt, and he gave this band the kick in the ass that it needed. I've been asked before if it's strange playing with Matt after so many years with Steven, and I'd be lying if I said it wasn't at first. But now, it's so natural."

Last January Guns performed their first live shows with Matt at Rock In Rio II, doing two sets for a combined audience of about a quarter million. Along with the "sixth" Gun, Dizzy Reed, on keyboards, the band excited the South American audience with a set that included seven tracks from Use Your Illusion.

"Matt and Dizzy had never played with us as a complete band, because Axl doesn't come to rehearsals," Duff observes. "They'd never seen Axl sing with us. And we didn't even have a set list for Rio. We have this 'pick list' we like to use. So, anyway, we tell Matt, three minutes before he goes onstage in front of 140,000 people, that he's gotta do a drum solo. And he pulled it off! He rocked! Dizzy, shit, the biggest crowd he ever played for was about 400, opening up for L.A. Guns at the Country Club. Let's just say Dizzy had a few cocktails before we went on, but he pulled it off too. Right before we went onstage, the whole band - and this hadn't happened for a long time - got together in one room. You could just feel the electricity. No matter how many people were out there, or our families, or the press and photographers, bla bla bla, what it came down to was , we were just the same guys that we were five years ago, and you could feel that in the nervous laughter. It was f?!king amazing."

To say that the Guns N' Roses world tour - which will follow the release of the LP (or LPs) this spring - is going to be massive, is truly an understatement. It all commences with three dates at the gigantic Alpine Valley site on May 19th. According to Axl, GN'R has every promoter in America buzzing, because the band sold 40,000 tickets the first day for the Alpine Valley shows, a feat equaled only once before in history, by the Who. The band will tour America first, before heading overseas. Australia, Europe, Japan... no place will be spared the GN'R concert machine. Shit, these guys may even brave the Scuds and perform in Saudi Arabia. (Don't hold us to that comment, please!) "We're gonna end the States leg in L.A., at the Forum," says Duff. "We're tentatively scheduled to play four nights. They wanted us to do eight! Eight f?!king nights!"

One of the songs Guns will be performing live is the 12-minute opus "Coma." A winding, whirling, haunting, slashing adventure into the mind of an overdose victim, the song tells the true story of Axl's past overindulgence. The track is truly spectacular in its grandeur and intensity. While laying down vocals for "Coma" (and other songs during the period of recording at The Record Plant in Hollywood), Axl physically moved his bed into the studio. He also had a punching bag brought in, as well as two pinball machines - Kiss and Elton John.

"'Coma' is monstrous," exclaims Duff with a grin.

"I like 'Coma' a lot," adds Slash. "It's got a defibrillator in it- you know, the instrument that starts your heart when it's stopped. And there's some EKG beeps too. We were just f?!king around, but the song is heavy, and Axl's vocals are gorgeous- I mean really amazing."

The vibe surrounding the release of Illusion runs from the awesome to the absurd. Case in point: One evening Axl and RIP associate editor Del James were driving around, listening to new mixes of "Back Off Bitch," "New Rose" and "Right Next Door to Hell" on Axl's massive car stereo (which, by the way, has been featured in CarAudio magazine). A Beverly Hills police vehicle pulled alongside them. Needless to say, the volume on the stereo was quite loud. Realizing he'd been breaking the law, Axl smiled and turned down the blaring music. "Hey, we ain't like the West Hollywood cops," shouted one of the officers from his car window. "We like it loud!" Acknowledging the officer's humor, Axl and Del drove off. About a half mile up the road, Axl cranked the stereo again, and again the cops pulled alongside. This time they asked the vocalist to pull over. "I was just about to shit a cow," recalls Axl, but his fears were unfounded: The officers were not citing the Gunner, they merely wanted an autograph for a fellow officer who's a big Guns N' Roses fan.

How radio, MTV and the rest of the music industry will react to Use Your Illusion is anyone's guess. "I don't think there are any singles on the record," Slash told Rolling Stone. But if you think about it, with radio and MTV in their wimpiest states ever, a song like "Paradise City" wouldn't have a chance in hell at hit radio airplay in 1991. Truth is, though, like four years ago, the Guns don't give a shit about such things.

"I listened to the radio today," says Slash. "It was sick. I don't care what anybody thinks we did, the shit out there now is soulless. I know we went real big, and then we went away for awhile, and then the whole thing just went flat. And since then, there've been all these half-assed Guns imitators. I'm not one to go, 'Oh, they're ripping us off,' or whatever, but some of them do it. I'm not talking about anybody in particular. I'm talking about the industry as a whole, and the way things work - you know, turning out like lukewarm versions of what we were doing in the first place; at least the ones ripping us off. The other people I think are cool - like Faith No More - just did their own thing. That's the way to do it. Just be yourself. This record is heavy, but even in the heavy tracks there's something else. It's all very varied. All you have to do is just listen to it. If you like it, you like it; if you don't, you don't. We did it, and that's that"