IT'S ANOTHER UNSEASONABLY HOT SUMMER DAY in Burbank, California. But inside a small rehearsal and recording studio on the city's industrial outskirts, five musicians are staying remarkably cool, even as they rack their brains to remember how to play a new song they're practicing. "I think we missed the second bridge," shrugs guitarist Slash, as bassist Duff McKagan and drummer Matt Sorum nod in agreement. • "Maybe we should go in and listen to it one time," Sorum suggests. • "I think I was playing the wrong song for part of that." McKagan says with a laugh as he heads into the control room. "We've been so busy writing songs," he explains, "that we haven't had a chance to really get them down." • Back in the early Nineties, Slash, McKagan and Sorum comprised three-fifths of Guns N' Roses. Together, they still clearly possess the kinetic chemistry that once made that band such a major rock force to be reckoned with. But today's rehearsal session has nothing to do with rehashing past glories. Instead, it's all about Velvet Revolver. > > > > > > > > > > > > > > > > > > > >

For nearly a year and a half now, the internet has been crackling with talk of Slash, McKagan and Sorum's new band. Variously dubbed the Project and Reloaded, the group had been rumored at times to feature such disparate luminaries as original Guns guitarist Izzy Stradlin, former Skid Row vocalist Sebastian Bach, Days of the New frontman Travis Meeks and Buckcherry singer Josh Todd. But this past June 19, the official Velvet Revolver lineup of Slash, McKagan, Sorum, guitarist Dave Kushner and Stone Temple Pilots singer Scott Weiland was unveiled to the world with a press conference and a six-song performance at Los Angeles' El Rey Theater. The show was a success, but nagging questions lingered: Were Velvet Revolver for real or just a bloated "supergroup" put together to revive a few faded careers and make some cash? Given Weiland's recurring drug and legal problems, could anyone be sure that this project would even get out of the starting gate? Would "Set Me Free," the hard-driving song they wrote for the Hulk soundtrack CD, be both the first and last recorded example of original Velvet Revolver material?

But on this sweltering Burbank afternoon such questions seem utterly irrelevant. Weiland, looking healthier than he has in ages, wraps his angular frame around the microphone stand and leads the band through "Headspace," a song that seems to combine the freight- train velocity of GN'R's "Paradise City' with the effervescent vocal hooks of STP's "Big Bang Baby'- a radio hit in a perfect world, and maybe this one as well. When that song slams to a close, Weiland relinquishes the mic and perches himself on a nearby road case, listening intently while the other four work their way through something with the provisional title of "Rock Song." The number begins with a jangly, atmospheric buildup that leads into fiery, Zeppelin-esque riffing. "I don't normally say things like this," Weiland pipes up during one pause in the action, "but you guys should extend that intro. I think I can definitely do something with that."

THIS IS HOW it's been all summer for Velvet Revolver. No egos, no entourages, no rock star decadence - everyone other than Slash is presently sober, and even he has pretty much been on his best behavior - just intense rehearsals five days a week and an everexpanding repertoire of riffs and songs. "So much of the stuff has been written on the spot," Sorum explains. "It's like, Duff will play some bass thing and I'll start kicking a groove, and before you know it, it starts turning into something. Then we'll give it to Scott. If it inspires him, he'll do his thing with it in Pro Tools, and he'll come back and say, 'Look!' And then we'll put it away and start working on something else."

It appears to be an ideal creative situation, which is pretty ironic, considering how often both Guns N' Roses and Stone Temple Pilots foundered on the rocks of terminal dysfunction. "This particular thing has been a true expression of dedication; it was so fuckin' against all odds, and we just did it," Slash says enthusiastically. "It's amazing to be sitting here talking about it in the past tense - all the auditioning, all the writing, all the naysayers, all the Guns N' Roses comparisons..."

Unflattering comparisons between Slash's post-Guns projects (Snakepit, Slash's Blues Ball) and his old band have dogged the guitarist since he left Guns N' Roses in 1996; so, too, have incessant rumors of a Guns N' Roses reunion. In 1990, original drummer Steven Adler was the first to go (booted out when his heroin addiction got in the way of his playing), and original rhythm guitarist Izzy Stradlin left soon after, unable to deal with the increasingly imperious behavior of lead singer Axl Rose. But with the departure of Slash whose hot-rodded bluesmetal licks were as much a part of GN'R's sonic imprint as Axl's feral yowl - it seemed like the true essence of the band had been lost forever. Slash, for his part, seemed pretty lost as well.

"It's hard for me to quit anything, and it was a moment of truth when I finally decided, `I cannot do this!"' he remembers. "I can come up with two million ways to try and make something work, and I just fucking had to go. With Snakepit, that was just to get out of the situation that I was in; something fun to do, without, like, all the bullshit. It became one of those things where, every time I did it, I would just hook up with different people, and I found that finding the right combination of guys is not easy. I love working with people; I love going to other people's sessions or writing something with somebody, or jamming live with people I' ve never played with before. But when you're doing a band, you need the right chemistry, and I think I had to learn that.

"The last incarnation of Snakepit was just a huge mess; as much as I liked it, I was all fucked up - I almost killed myself drinking too much - and I had a lot going on. And I did this record [2000's Ain't Life Grand] with a bunch of guys who'd never been around the block before. For me, it was like revisiting what it was like to go out and start your first band; for them, it was their first band! One was strung out, blah blah blahs; we were always getting guys out of jail for stupid shit:' He laughs. "It had its moments, but it was like, John Lennon had his lost fuckin' summer, right? For me, it was like my lost four or five years!"

When Snakepit finally curled up and died, Slash decided to go back to square one, trying once again to put together a band with the same elusive chemistry that had sparked the original Guns N' Roses. Fate intervened in 2002, when drummer Randy Castillo, who'd played with Ozzy Osbourne and Motley Crüe, died of cancer. A memorial concert to raise money for Castillo's family was scheduled for April 29, 2002, at L.A.'s Key Club, with many of Randy's old musical pals on the bill.

"I got a phone call from Matt," Slash recalls. "'You wanna go jam at this thing?"' The pair dialed McKagan in Seattle and enlisted his services, then roped in Buckcherry's Josh Todd and Keith Nelson to complete what looked like a purely one-off collaboration. At the concert, the quintet (billed as Cherry Roses) ripped through Guns N' Roses classics "Paradise City" and "It's So Easy" and jammed with Steven Tyler of Aerosmith on "Mama Kin." The response was electric, and Slash immediately felt a regained sense of purpose. "The chemistry that I have with Duff is not something you can emulate," he says. "I didn't have any intention of getting this whole thing rolling, but the day after the gig, Duff and I talked on the phone and were like, `Maybe we should do this!"'

Of Velvet Revolver's members, Duff McKagan seems to have had the least interest in returning to the rock and roll wars. Newly remarried and happily resettled in his hometown of Seattle, McKagan was in his third year at Seattle University when Slash and Sorum asked him to play the Castillo benefit. 'I was really serious about getting my finance degree, with a minor in accounting," he explains. "I was fully going toward that. I still had my band, Loaded, because I can't stop playing music, you know? On spring break or winter break we'd go and play Europe or something. But I really got into school and the field that I was getting my degree in. And this changed everything, you know?"

McKagan convinced Seattle University to let him complete his degree online, and almost before you could say "Welcome to the Jungle," he relocated to Hollywood and began writing songs with Slash, Sorum, Nelson and Todd. But within a matter of months, the Buckcherry guys were gone. Perhaps "musical differences" reared their ugly head, or maybe the fact that Buckcherry were generally perceived as a poor-man's Guns N' Roses imbued the whole enterprise with something of a not-so-fresh feeling. "The initial thing with the guys from Buckcherry would have been a completely different band," Sorum admits. "No disrespect to Josh - I mean, what he does is cool - but I think that particular style or direction we were going in might have not been taken as seriously as what we're doing now. I think what we're doing now just has so much more substance."

Being taken seriously is important to Sorum, a friendly chap who has never been entirely able to shake his "replacement drummer" tag. "I came into the Cult to replace a guy; I came into GN'R to replace a guy," he says. "But I've gotten more love and respect from both those bands than I could have ever possibly imagined, and I feel like I've made good choices with my career decisions. But this is my band, you know? It's really my first band where I can say it's something I helped create."

Since leaving Guns N' Roses in 1997, the same year McKagan quit, Sorum has immersed himself in a wide variety of musical projects, including film scores, production gigs and even a solo album (Hollywood Zen, due out this fall). But the bitter after-taste of his GN'R exit still rankles. "We got the shitty end of the deal, me, Slash and Duff," he says. "We got kinda kicked to the curb, you know? Not that we have anything to prove, but we do."

Though Slash, McKagan and Sorum had all contributed in various combinations to several post-GN'R projects, they all admit that they'd been leery of doing anything that would be seen as a reunion. "We didn't want to make that statement," says Duff. "We were very careful about how we did it. I'd get a call from Izzy once in a while - `Hey, you wanna play on my record?' or Slash would come through town, so I'd see him. But it just wasn't in the cards until now."

Deciding to carry on in the wake of the Buckcherry misfire, the three musicians invited Dave Kushner to join the party. Kushner and Slash had been friends in their L.A. junior high school days but had never played music together, since Kushner didn't become serious about playing guitar until after Slash had moved to a different neighborhood Having paid his dues in such L.A. punk and hard rock bands as Wasted Youth, Electric Love Hogs and Infectious Grooves, Kushner moved to Japan a few years ago to seek his musical fortune. He didn't find it, but he did run into McKagan in a Tokyo nightclub.

"I was playing in this band called Zilch," Kushner recalls. "It was this crazy thing with a guitarist named Hidé - he's big in Japan - and Joey Castillo from Queens of the Stone Age on drums. Duff was there with his band, Loaded. We'd met before, and we just started talking and hanging out" Kushner eventually joined Loaded, and when the rhythm guitar slot opened up in what would become Velvet Revolver, he seemed like the obvious choice.

"Dave's real forte is sounds," says McKagan. "He's got a million different pedals, and that adds a whole other 'mad scientist' element."

"He's got really good ideas," Slash agrees. "Dave's as sober as a judge; he used to be a real fuckup at one point, but now he's got this great work ethic."

"I've always been into really tweaky sound effects," says the deceptively mild-mannered Kushner. "I think it was because I could never afford good amps, so I always bought tons of effects-wah-wah pedals that sound like talk boxes, that kind of shit. In this band, I'm just really trying to do something that takes it a little further from being a straight-up, fivepiece, two-guitar rock band."

While Kushner's predeliction for Fernandes guitars, Bogner heads and a whole arsenal of Line 6 and Boss pedals might seem at odds with Slash's Les Paul-into-Marshall approach, the two guitarists quickly meshed. But when Izzy Stradlin suddenly started showing up at rehearsals, Kushner began to wonder if his days in the band were numbered. "Izzy just came out of nowhere, as Izzy does," Slash says, laughing. "Poor Dave. Izzy's sitting there, this ominous presence, and Dave's thinkin', That's the original guitarist from Guns N' Roses. Am I still gonna have a job? But we're real loyal people. It wasn't like, 'Hey, Dave, we're gonna work on some songs with Izzy; call us back in a couple of weeks!' When Izzy was there, we just played with three guitarists.'

Stradlin hung out and jammed with his old mates for several weeks, but Slash and McKagan both say there was never any real possibility of their old guitarist joining their new band. "The Izzy thing probably got misconstrued a little bit," says McKagan. "I think he wanted to come in, like, `Let's go out on tour right away! I've got eight songs, let's go! We'll do some covers; Duff and I will sing!' [laughs] But Matt and Slash and I were more like, 'If we're gonna do this, we're gonna have to do it so it's amazing.' I've heard a lot of fans saying, 'Why don't you have Izzy in the band now?' Well, this isn't cut out for him; he's more of a guy who will be here one day and be gone the next, and you won't know where he's gone to. But he added a new energy that we probably needed at that point."

"You have to understand our relationship with Izzy," Slash explains. "Izzy's always been the guy who's sort of there and sort of not there. Duff and I have seen Izzy periodically; I've played on his records a couple of times, and Duff has done the same thing. And then he called up right when we were in the midst of writing, and he actually came over and brought a couple of songs with him. And then we just started hanging out and jamming, and we wrote, like, 10 or so songs. It was just a lot of fun, but he didn't want to deal with the fuckin' long haul at all. As soon as we started to physically audition singers, we didn't see him again." Slash laughs. "He's so fucking shattered from his experience [with Axl] that he refuses to ever do anything involving a singer again!"

ARMED WITH A brace of new songs, the band began the endless, agonizing process of auditioning lead singers. "I couldn't envision the guy or the voice or anything like that," says Slash. "I just knew it had to be pretty unique; we already knew what the music was like, so it had to be somebody who could work with that "After placing ads in Rolling Stone and various British music papers, the band was deluged by CDs of singers from around the globe. "There were times when you'd do nothing but listen to submissions and end up wanting to hang yourself by the end of the day," Slash says with a laugh. "You went in going, 'Okay, we're gonna do this! There's gonna be somebody in here!' And fucking 100, 200 CDs later, you're like, `Oh, there's no future!"'

"We actually got a lot of good stuff, a lot of interesting stuff," says McKagan. "There were some guys that came out that were really cool - they just didn't work out with us, you know? This guy from England, from this band Little Hell, was amazing - like a mixture of Mike Patton and Perry Farrell. We sent him a tape of songs to sing on, and he sounded amazing. Then he flew out here, and something about him just [didn't work]." Other promising prospects included Travis Meeks of Days of the New, Kelly Shaefer of Neurotics, Mike Matijevic of Steelheart, Todd Kerns of Age of Electric and girl rocker Beth Hart. Former Skid Row belter Sebastian Bach seemed like the odds-on favorite, but even he fell short. "He's an old friend of ours, and I love the guy dearly," McKagan told radio host Riki Rachtman this past June. "'The problem we ran up against with Bas [is that] we sounded like Skid Row."

There was, of course, one singer they'd set their sights on all along, but it didn't look like Scott Weiland was available. "He was our first guy that we wanted to work with," Slash reveals, "but he was still in Stone Temple Pilots, and it was too politically fucked up."

"I kind of got to know Duff because our wives had become friends," Weiland explains. "Both of our wives are models, and they'd gotten to know each other, so we went out to dinner a couple times. l'd known Dave, because the Electric Love Hogs used to play with my band when we were both playing clubs in Los Angeles, back in the day. And I knew Matt because we were in rehab together when he first got clean. So I knew those guys, and then Duff and I kind of got to know each other, and he mentioned that they were playing together again. And then I got a call from Slash, and they gave me a CD; I listened to the music, but at that time I was still kind of entrenched with STP. It was sort of unclear where we were going; we were trying to get out of our deal with Atlantic, and we wanted to sign a new contract with a new label. So I was unable to commit, but I kind of kept that thought alive. I waited around for things to start regenerating with STP, and it just sort of didn't happen. So I talked to those guys again and went down to their rehearsal place."

By February 2003, Velvet Revolver had received commissions to record songs for two different film soundtracks but still had no lead singer. Rather than just jam with Weiland, the band invited him to record a cover of Pink Floyd's "Money" with them for the soundtrack to The Italian Job. "lt gave us a chance to jump into the studio right away and start the creative process," says Weiland. When that worked, the band decided to try an original for the movie The Hulk and gave the singer another CD of instrumentals to listen to. One of them, a track written mostly by Sorum, would become "Set Me Free."

"The first CD that Slash gave me had a lot of music that Izzy had written with them, and it was a lot more classic-based," Weiland remembers. "I wasn't as excited about that stuff, you know? But when I got the next batch of songs, it was like, `Okay, there's a handful of songs in here that I definitely feel I can wrap my head around.' And one of the riffs was the 'Set Me Free' riff. It reminded me of a cross between a classic STP thing and a classic GN'R track. I think it was a good song for us to start with-not pushing the envelope too much. You couldn't come out with something too 'out there' or people would be like, `This doesn't make sense!'"

With no remaining ties to his old band, label or management, Weiland was at last in a position to join Slash, McKagan, Sorum and Kushner. Except for one big problem - his addiction to heroin, which had severely reasserted itself during the previous year. "I was definitely in a rut, emotionally and spiritually" the singer admits. "I'd fallen off the wagon pretty hard, and I was very depressed - like a suicidal depression. I was separated from my wife, I'd really totally distanced myself from all my friends and I was totally isolated. I was living in my L.A. house by myself, and I didn't want to see anybody; the only person I saw was my drug dealer. It was incredibly lonely, and I really didn't see a way out of it, you know? So, like, when [the Velvet Revolver opportunity] happened, I was forced to be around people that were, like, you know, clean, and who had a positive outlook on things. It kind of gave me a different way to look at things, although I was still in it at the time. When I first got with these guys, I was still totally in it."

While it seemed ironic to many observers that three former Guns N' Roses members had essentially traded one major headcase for another, Slash insists that - a shared history of blown gigs and canceled tours aside - Weiland's issues represent far less of a hurdle than Axl's. "His work ethic's amazing, and he's an amazing talent; he's been constantly blowing my mind. So at the point where we got together, it was like, 'The drug thing? We can work with that. We've been around that corner so many times.' It's not like the other guy, which is just irretrievably fucked-up and chemical-free!"

"It was out in the open in the beginning, so it wasn't like this heavy thing," says McKagan of Weiland's addiction. "We've all been through it, and he was looking for a way out of it, so it was kind of perfect timing."

"Everyone knew that it couldn't last that way, I couldn't stay in that situation forever, and that it was gonna have to change," says Weiland. "But no one was like, 'You've gotta change this now!' I just kind of, on my own, started trying to make a change. I was trying to detox, and I couldn't do it; I tried again, and I couldn't do it. They were trying to be supportive about it, but I just couldn't do it. So I guess God intervened," he laughs, "and I got busted!"

On May 18, just days a after he'd told Rolling Stone that he had officially become the band's singer, Weiland was arrested in Burbank after a police officer pulled him over for driving without headlights, then allegedly found heroin and cocaine in the car. The arrest marked the fourth time Weiland had been busted on drug charges; he'd previously been collared in California in 1995 and 1997, and New York in 1998. In 1999, he served a stint in prison when a Los Angeles judge ruled that the singer had violated the terms of his probation with a heroin overdose, and in 2001, he was arrested in Las Vegas on a domestic violence charge involving his wife. But rather than ditch Weiland over his latest brush with the law, the Velvet Revolver guys closed ranks around their grateful singer.

"They fuckin' had my back," says Weiland. "Totally, selflessly, those guys were there for me. None of these fuckers stab my back; there's no, like, 'You motherfucker, why do you do the things you do?' Like, I'm surrounded with a group of guys that are all fucking junkies, you know? They've done everything that I've done to the hilt, so there's no judgment there. After I got busted, my last fix was the morning after I got out of jail, just to get well. I went to the doctor and picked up some medication to kick with, and Duff and Dave flew me up to Seattle. We went up to the mountains, and I started kicking up there."

McKagan, who had gotten clean in the mid Nineties through an intensive martial arts regimen, contacted a teacher he knew in Seattle and booked himself, Kushner and Weiland into an extended stay at a martial arts retreat. "Scott had done his fair share of rehabs, and it just wasn't clicking," he says. "He knew the way I'd gotten sober; and he'd asked me about it."

"It was two-a-day sessions, starting in the morning with a run and tai-chi," Weiland remembers. "And then a light training session in Wing Chun Kung Fu, and then a class working into a heavier session. And then lunch, and then later on in the day a harder training session. It was pretty intense, and I'm still involved in it."

One month later, the band was back in L.A. for the show at the EI Rey. Weiland looked shaky at the preliminary press conference, but he poured every ounce of pent-up rage and frustration into the band's raucous set, which included two originals ("Set Me Free" and "Slither") and covers of STP's "Sex Type Thing," GN'R's "It's So Easy," the Sex Pistols' "Bodies" and Nirvana's "Negative Creep."

"He's a wild card,' says McKagan of the singer. "And it's great, because you don't know what he's going to do. The night we played, he was in the audience; he was fucking rolling across the stage. It's not a safe environment - Scott could come after you!" He laughs. "And that's missing from rock and roll - that dangerous, 'What's gonna happen?' thing."

"That was really the birth of the band, that show," says Weiland. "After that, we just knew we were gonna move ahead full steam without looking back."

THE SUCCESS OF the El Rey show inspired a label bidding war that ended when Velvet Revolver inked a deal with RCA after Clive Davis himself came forward to vie for the band's affections. (Thanks to his financial schooling, McKagan can now effectively translate record company contracts to his cohorts.) In August, Scott Weiland was sentenced to three years probation, with enforced counseling sessions and continuation of his rehab. The singer seems to be responding well to the band's brotherly support and is clearly firing on all creative cylinders. "Melodically, arrangement-wise and lyrically, I'm happy with the whole package of where I'm at right now," he says. "The music is just really exciting to me.

There's enough of a classic feel - just like this fuckin' stab-you-in-the-gut rock and roll, this fuck you rebellion. And then there's also total modern experimentalism going on."

The band is currently whittling its backlog of 60-plus songs down to 16 favorites, while auditioning prospective producers for its debut record, with an eye on an early 2004 release. "The record has to be `in your face,"' says McKagan. "It's gotta sound like us. We just want guitar, guitar, bass, drums and vocals, everything just bashing you, with as little between the mic, the chord and the tape as possible."

As long as their producer search is shorter than their hunt for a lead singer, Velvet Revolver's debut album may well be out before Axl Rose puts the finishing touches on Guns N' Roses' long-awaited Chinese Democracy. But really, being able to wag a middlefinger salute at Axl isn't the point; that these five scarred-but-smarter rock vets have come together around something new and vital is the real story.

"The people who are skeptical, it'll take us touring a bit," says Weiland. "They'll understand when they see it."

The little girls, of course, already understand. "I was driving down the street last week," says Sorum, "and a couple of little chicks pulled up in a car next to me and yelled, 'Hey, you're Matt from Velvet Revolver!' I'll tell you, man, that was the best fuckin' day of my life!"

Thanks Gypsy for the scans