On a double album full of sprawling, genre-bending opuses, Guns N' Roses delivered arguably their most dazzling technical achievement with Use Your Illusion II's "Locomotive."

Clocking in at 8:42, "Locomotive" marked the second-longest song on the second Illusion disc behind "Estranged," and it found Guns N' Roses dabbling in the nascent funk-metal that groups like Faith No More, Red Hot Chili Peppers and Jane's Addiction had recently popularized. Following the meteoric success of Appetite for DestructionSlash and Izzy Stradlin briefly rented a house in the Hollywood Hills, where they wrote the music to "Locomotive." But when it came time to record, Slash handled rhythm and lead guitar, churning out sinewy riffs and lightning-fast solos.

The band's newfound musical maturity was readily apparent in the haunting, "Layla"-esque coda to "Locomotive," replete with urgent piano chords, Axl Rose's multi-tracked crooning and one last yearning guitar solo from Slash. Bassist Duff McKagan and drummer Matt Sorum anchored the multi-part epic with airtight grooves, showing just how far Guns' rhythm section had come since their Appetite days.

Of course, it was not an apples-to-apples comparison, as Sorum had recently replaced Steven Adler, who was fired after failing to get his heroin habit under control. While Sorum lacked Adler's languid, just-behind-the-beat swing, he pounded his drums with militaristic precision, which was necessary for the more technically demanding songs on Use Your Illusion.

"It was so 360 from the swing, groove stuff on Appetite, and it required less rock 'n' roll and more technical drumming, which was more suited to a drummer like Matt Sorum," Marc Canter, longtime friend of Guns N' Roses and owner of Hollywood hotspot Canter's Deli, said in a 2012 interview. "If you listen to a song like 'Locomotive,' it sort of makes sense. ... It’s almost got this unreal, machine-type feel to it. Of course, some of those [Illusion] songs like "Don’t Cry" were older, and [Adler] could have easily performed those, but on many of those songs, the groove had just changed and the songwriting was totally a different beast."

The Herculean riffs and incessant grooves of "Locomotive" also required some heady lyrics from Rose. He rose to the occasion with a stunning tale of love gone bad that was equal parts cynical, remorseful and vitriolic. Notably, "Locomotive" is the only Use Your Illusion song to reference the album title, as Rose sings, "You can use your illusion, let it take you where it may / We live and learn, and then, sometimes, it's best to walk away."

Listen to Guns N' Roses' 'Locomotive'

Rose's soul-baring lyrics took the ambitious "Locomotive" to all-new heights — but it wasn't easy for him to get there, according to former Guns N' Roses manager Doug Goldstein. "Nobody talks about the brilliance of Axl Rose as the song creator," Goldstein said in Mick Wall's 2016 book Last of the Giants: The True Story of Guns N' Roses. "They talk about Guns N' Roses as being this incredible band. Yet who fucking put that together?

"Granted, I was with Slash and Duff when they were writing the music for Use Your Illusion," Goldstein added. "And 'Locomotive' and 'Coma,' they were doing that shit without Axl's participation. But I'd get these phone calls from the studio, and Axl would say, 'I fucking hate Slash. Have you heard this song 'Locomotive' yet? How the fuck am I supposed to write lyrics to this shit?' I'd go, 'Hey, man, I don't know. That's your gig, right? I do the management. You do the songwriting.'"

Some listeners viewed the lyrics to "Locomotive" as misogynistic, as Rose repeatedly wailed in the chorus, "'Cause my baby's got a locomotive, my baby's gone off the track / My baby's got a locomotive, got to peel the bitch off my back." But Rose disputed this interpretation in a 1992 Rolling Stone interview.

"I've been doing a lot of work and found out I’ve had a lot of hatred for women," Rose told writer Kim Neely. "Basically, I’ve been rejected by my mother since I was a baby. She's picked my stepfather over me ever since he was around and watched me get beaten by him. She stood back most of the time. Unless it got too bad, and then she’d come and hold you afterward. She wasn’t there for me.

"My grandmother had a problem with men," Rose added. "I’ve gone back and done the work, and found out I overheard my grandma going off on men when I was four. And I’ve had problems with my own masculinity because of that. I was pissed off at my grandmother for her problem with men and how it made me feel about being a man. So I wrote about my feelings in the songs."

Guns N' Roses only played "Locomotive" a handful of times on the Use Your Illusion Tour, likely due to its length and difficulty. They were set to perform the song with Jeff Beck on June 6, 1992 in Paris, but Beck aggravated his tinnitus at the previous day's soundcheck and was forced to bow out of the gig. (The show still wasn't lacking for surprises: Steven Tyler and Joe Perry joined the band for incendiary renditions of "Mama Kin" and "Train Kept A-Rollin'.")

Guns N' Roses finally revived "Locomotive" three times in 2019 during the Not in This Lifetime... Tour. Despite — or perhaps because of — its rarity, "Locomotive" remains a favorite among die-hard fans, and one of their most impressive displays of musical muscle.

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