Paul’s Boutique is the second studio album by the Beastie Boys, released on July 25, 1989, on Capitol Records. Featuring production by the Dust Brothers, the album was recorded in Matt Dike’s apartment and the Record Plant in Los Angeles from 1988 to 1989, and mixed at the Record Plant. Remixes were made at the Manhattan-based Record Plant Studios. Aside from the vocals, the album is almost completely composed of samples.

Paul’s Boutique did not match the sales of the Beastie Boys’ previous record, Licensed to Ill, and Capitol eventually stopped promoting it. However, its popularity grew and it has since been recognized as a breakthrough achievement. 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.

Side A:
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
Side B:
1. 5-Piece Chicken Dinner
2. Looking Down The Barrel Of A Gun
3. Car Thief
4. What Comes Around
5. Shadrach
6. Ask For Janice
7. B-Boy Bouillabaisse:
a. 59 Chrystie Street
b. Get On The Mic
c. Stop That Train
d. A Year And A Day
e. Hello Brooklyn
f. Dropping Names
g. Lay It On Me
h. Mike On The Mic
i. A.W.O.L.