Every time I listen to this album (and that would be almost every day) I can't help but be awed by one simple thought: by all conventional rules of music, this album is not supposed to work. How many of you could add rhymes like "Tom Thumb/Tom Cushman/or Tom Foolery/date women on TV with the help of Chuck Woolery" over samples of the Commodores AND a cowbell? Can you drop Jean Knight's "Mr. Big Stuff" into a rockabilly groove about a homeless guy? I didn't think so, and it's a testament to the talent of the Beastie Boys and the Dust Brothers that this album not works so well, but that it works at all.

Lyrically, this is probably the most inventive album I've ever heard, as the Beasties will rap about ANYTHING. Pop-culture references include "The Brady Bunch", "The Flintstones", Donald Trump, Humpty Dumpty, Houdini, Ben Franklin, Ponce De Leon, Jack Kerouac, Vincent Van Gogh, Rapunzel, and "Amazing Grace", among others. They're simply hilarious. However, the real highlight of the album is the music, which is unbelievably rich and creative. "Paul's Boutique" contains a mind-numbing **400+** samples, including: Johnny Cash, the Ramones, the Beatles, Isaac Hayes, the Eagles, Led Zeppelin, Pink Floyd, Chic, Public Enemy, Curtis Mayfield, Bob Marley, the theme from "Psycho", Sly Stone, Alice Cooper, James Brown, and so many more. The samples are layered and used so creatively that they're never simply theft; instead, they create something new out of something old.

"Paul's Boutique" is not just one of the best rap albums of all time, or one of the best "alternative" albums of all time, or one of the best dance albums of all time. It is one of the best albums ever, period. If you don't own it, it needs to be the next CD you buy.

Yes, Paul's Boutique is the best Beastie Boy Album. Yes, the Beasties would be hard pressed to ever top it. Yes, it is one of the greatest albums of all time. Yes, every music critic is willing to give it's the recognition it deserves now. The question becomes: WHY DID IT FLOP IN 1989? As an owner & worshiper of the album, since the day it was released, I'll go back in time to explain it's "failure".

A misconception is that people didn't understand it back then, but Rolling Stone magazine gave it a 4 Star rating, and Spin gave it an equally flattering review. The first problem was that Licensed to Ill was a wonderful, hilarious album which happened to upset a lot of squares. Paul's B received an angry backlash by the mob who hated LTI.

Second problem: as rich and as textured as the sample smorgasbord of Paul's B. was, a few months earlier, De La Soul, debuted the first sample smorgasbord, "3 Feet High & Rising". So "Paul's B." wasn't the ground breaker. (Note: If you're a Beastie fan of "Paul's B.", you owe it to yourself to go buy "3 Feet High & Rising".)

Third problem: In 1986-1989, there was only one rap dynasty: Def Jam Records. Home of LL Cool J, Public Enemy, etc., the Def Jam label gave the `white' Beastie Boys street credibility. LTI had a large black audience. But the Beasties had left, and Def Jam pres. Russell Simmons started ripping the Beasties, saying he `created' them. They were seen as fakes, and they lost their large urban fan base. They would never regain them. In some ways, the Beasties had to become `alternative', because the rap world had disowned them.

Fourth problem: Having lost their urban fan base, the Beasties would lose their white "metal head" fan base because `Paul's B.' wasn't LTI 2. There was no rock slamming of "No Sleep till Brooklyn".

The fans that the Beasties had left, we white kids who liked rap & understood the humor of LTI, were able to purchase 500,000 copies. A generation didn't "shake their rumps" or laugh with the brilliant "Egg Man". Oh well, hindsight is 20/20.

Paul's Boutique is possibly the most ground breaking hip-hop album of all time. It and De La Soul's Three feet high and rising were the first rap albums to use mass sampling. Who new it would come from 3 jewish white kids from NYC...heres some information about the tracks.

1. To All the Girls- good ..but not great opening samples "Loran Dance"

2. Shake your Rump- Starts with an explosive drum roll. samples everything from Led Zepplin to the Sugarhill Gang to Funky 4+1 "it's the joint!"

3. Johnny Ryall- Song about an NYC bum. The Blues guitar licks are from David Bromberg's "Sharon." The beats r from Paul McCartney's "Momma Miss America"

4. Eggman- Gangsta rappers rap about drive by shootings....the Beasties rhyme about drive-by eggings. The bass is Curtis Mayfield's "superfly." Public Enemy is also sampled.

5. High Plains Drifter- Mostly from the Eagles "those shoes" The Ramones r sampled too.

6. Sounds of Science- Listen to the whole song...starts out slow but speeds up with the Beatles guitar part from "the end." BDP offers the line "right up to your face and dissed u"

7. 3 minute rule- Badass song.... the drums are from Steve Millers "Take the Money and run"

8. Hey Ladies- Only mainstream song on album. tells about the B-boys and the opposite sex. Afrika Bambaattaa and James Brown are sampled.

9. 5-piece chicken dinner- This song is country..background music is from a song called "shuckin the corn"

10. Looking Down the Barrel of a Gun- another badass song by the Beastie Boys This one is a little Metal.

11. Car Thief- A great track which is pretty funky... "Hurdy Gurdy Man" and a song by Funkadelic are sampled.

12. What Comes around- The begining drums are from Led Zepplin's "Moby Dick" The piano is from Gene Harris. This is a good song.

13. Shadrach- A bouncy track featuring Lyric's about biblical figures and samples from Rose Royces "Do your Dance" The end Drums r from James Brown's "Funky Drummer"

14. Ask For Janice- Not really a song...Pauls Boutique was not a real place...if u didnt know

15 B-Boy Boullabaisse- A crazy mix of many songs and unique samples..the last words sum up the album.."Its a trip, its got a funky beat, and i can bug out to it."

......by the album

Could you imagine what it would be like to hear this album for the first time in 2001? For years, I listened to nothing but rock, folk, jazz; only stuff with real instruments. And finally, I ran out of new albums to buy. Maybe I'm getting old, but it seems to me like most new music [isn't that good]. So, I decided to go back and buy albums I'd never owned but heard great things about. Which brings me to Paul's Boutique.

This album is still so fresh, so completely brilliant; even listening to it over a decade after it was first released, it still seems hip and cool. I think it still defines what is hip and cool. Witty lyrics, very clever use of samples, incredible knowledge of pop culture. This album is an achievement on the same order as "Sgt. Pepper" or "Dark Side of the Moon" or "Kind of Blue." Everyone should own this.

I have not listened to this album in years. There was a period of time in my life when this album would have been the soundtrack. I used to listen to this album every day for a very long time. I was still a teenager, and this album, along with those from Jane's Addiction, Red Hot Chili Peppers, Fishbone, Primus, and yes, Metallica (before something went wrong with them when the black album came out... Cliff 'Em All!). As far as I was concerned, this was the best hip-hop album released back then (late 80's to early 90's). This was the Beastie Boys who I loved since Licensed to Ill came out a few years earlier and introduced me to hip hop.

It's now 2001; I am now 27 years old. I have bought thousands of albums since I bought this one in 1990 or '91. It has been a few years since I last played Paul's Boutique. I decided to put it on this afternoon while doing some housework. This album is simply still the best hip-hop album of all time. The Beastie Boys doing what they do best... rap. These are not Beastie Boys doing punk rock and alternative. Although they still are excellent emcees, and now skilled punk rockers (they, of course, remind me of Bad Brains), Paul's Boutique still has the best rhymes and mixes I have ever heard. I have listened to a lot of hip-hop, both commercial and underground in my life. Most of the music I currently buy is underground hip-hop. Paul's Boutique still blows my mind every time I hear it. Pure genius!

If you do not own this album and would like to add it to your collection, do not hesitate! Not only I, but also many other modern music conesuers, consider Paul's Boutique to be one of the most ignored masterpieces of contemporary music. Get it, listen to it with open ears... there is a lot to hear. I have listened to this album hundreds, if not thousands of times in my life. Today, as I listened to it, I heard something I had never heard before. It was a great surprise! You will enjoy it if you have any appreciation for hip hop.