Paul's Boutique is the second studio album by American hip hop group Beastie Boys, released on July 25, 1989, on Capitol Records. Featuring production by the Dust Brothers, the recording sessions for the album took place in Matt Dike's apartment and the Record Plant in Los Angeles from 1988 to 1989, after which the recordings underwent mixing at the Record Plant in Los Angeles. Subsequent remixes were done at the Manhattan-based Record Plant Studios. The album is noted for being almost completely composed of samples, excluding the group's vocal output.

Paul's Boutique was initially considered a commercial failure by the executives at Capitol Records, as its sales did not match that of the group's previous record, Licensed to Ill, and the label eventually decided to stop promoting the album. The album's popularity continued to grow, however, and it has since been touted as a breakthrough achievement for the Beastie Boys. Highly varied lyrically and sonically, Paul's Boutique secured the Beastie Boys' place as critical favorites in the hip-hop genre. The album's rankings near the top of many publications' "best albums" lists in disparate genres has given Paul's Boutique critical recognition as a landmark album in hip hop.[1]

On January 27, 1999, Paul's Boutique was certified double platinum in sales by the Recording Industry Association of America.[2] In 2003, the album was ranked number 156 on Rolling Stone magazine's list of the 500 greatest albums of all time.[3] The album was re-released in a 20th anniversary package remastered in 24-bit audio and featuring a commentary track on January 27, 2009.[4]


1. To All The Girls
2. Shake Your Rump
3. Johnny Ryall
4. Egg Man
5. High Plains Drifter
6. The Sounds of Science
7. 3-Minute Rule
8. Hey Ladies
9. 5-Piece Chicken Dinner
10. Looking Down The Barrel of A Gun
11. Car Thief
12. What Comes Around
13. Shadrach
14. Ask For Janice
15. 59 Chrystie Street
16. Get On The Mic
17. Stop That Train
18. A Year And A Day
19. Hello Brooklyn
20. Dropping Names
21. Lay It On Me
22. Mike On The Mic
23. A.W.O.L