If you want to sum up Guns N' Roses' Use Your Illusion albums in one song, look no further than "November Rain." The track - which opened Side Three of the vinyl edition of Use Your Illusion I - was the project's big single, reaching No. 3 on the Billboard Hot 100, the second highest showing of GNR's career. At 8:57, it also held the distinction as the second-longest song at the time to place in the Hot 100.

Beyond that commercial success, "November Rain" embodies the space between the ambitious and far-reaching Illusion sets and the raw attack of GNR's debut, Appetite for Destruction.

A power ballad on steroids, the song is dominated by piano and synthesizer-created orchestrations, but retains some crunch in the dynamics and leaves room for three searing guitar solos by Slash. GNR telegraphed the more sophisticated aim of Illusion with its performance of "Civil War" at Farm Aid in 1990, but "November Rain" is the pinnacle of the vision the band, and particularly frontman Axl Rose, had for its anxiously awaited second album.

"Axl wanted to take the band to a stadium level, and he knew that with epic songs, epic videos and larger-than-life imagery, we could do it," drummer Matt Sorum, who joined GNR during 1990 in time for the Illusion sessions, wrote in his memoir Double Talkin' Jive. Slash, meanwhile, documented some ambivalence about what he called "the grandiose production thing" in his own 2008 autobiography. "What [Rose] ended up with at the end of the day was fucking brilliant," the guitarist admitted. "I don't know if it represented Guns in my head, but it sounded amazing regardless."

Like other songs on Illusion - notably "Don't Cry," "Bad Obsession," "The Garden" and "Back Off Bitch" - "November Rain" had a lengthy history before its release. Tracii Guns, who played with Rose in an early incarnation of L.A. Guns, recalled (in the book Watch You Bleed: The Saga of Guns N' Roses) hearing Rose play the piano introduction as early as 1983, declaring "someday this song is gonna be really cool."

GNR worked on the song during June 1986, while recording a demo tape with Nazareth's Manny Charlton at Sound City Studio in Hollywood. The Scottish guitarist remembered Rose telling him at the time that, "I'm saving this one for the second album," and Slash noted in his memoir that that version stretched to a whopping 18 minutes.

Watch Guns N' Roses' 'November Rain' Video

Rose - whose lyrics were inspired by "Without You," a short story by his friend and occasional song collaborator Del James - had the track in mind during a 1987 interview with Music Connection, talking about its epic arrangement and saying he would quit the music biz if he couldn't record "November Rain" the way he wanted. The band, according to Slash in his book, tracked "November Rain" in one day at the Record Plant, though "we put in long hours ahead of time to get all of the arrangements just right." The guitarist further noted that "the guitar solo that ended up on the record is the exact same one that I played the first time I heard the song years ago."

The group's part was just the beginning, however, as Rose then constructed the orchestrations and choir-like backing vocals from the whole band, as well as his brother Stuart Bailey and Blind Melon's Shannon Hoon, who also sang on four other Illusion songs.

"[Rose] was like a kid in a candy store with all those banks of keyboards he'd had installed in the studio," Slash recalled in his memoir. "He'd sit there for hours to get the right sound for one section of a song ... he'd spend however long it took to ensure that the sonic drama was perfect."

"November Rain" is also considered of a piece with "Don't Cry" and "Estranged" as a trilogy inspired by the "Without You" short story (James also served as GNR's road manager for a time). The story appears in James' book The Language of Fear, whose 2008 edition features a forward by Rose.

The "November Rain" video, meanwhile, is similarly epic. The reported $1.5 million-plus production showcases the band playing the song in a theater with an orchestra and backing vocalists, and both wedding and funeral scenes featuring Rose's girlfriend at the time, Stephanie Seymour. The clip was celebrated at the 1992 MTV Video Music Awards, receiving the Video Vanguard prize and a trophy for best cinematography. It's gone on to be streamed more than a billion times on YouTube and had been viewed more than a billion times before YouTube even started.

Elton John joined GNR for a live performance of "November Rain" at the end of the VMAs, but Slash - who serves as Rose's best man in the wedding scenes -- told Q (as reported by Appetite for Discussion) that "we got into doing these huge production videos, and by 'November Rain' it was too much, just too involved. At the end of the day it was a great video, but that's when I started realizing that it was getting out of hand."

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