Here’s a thing: Larry the Cable Guy used to be funny. Like, really funny. A decade or more before he became a catchphrase comedian on a never-ending Blue Collar Comedy tour, he would call into radio shows syndicated in the south with these bizarre, hilarious rants about whatever was bothering him that day, and we’d catch those calls on the way to school.

You know how you get on the same schedule with people you’ll never really know, just by virtue of a similar commute? A lot of times we found ourselves behind this IROC-Z painted like banana and grape Now and Laters.

At the time, the Larry the Cable Guy character was this weird, loving send-up of the dudes who got up early to stand outside of convenience stores before work, wearing ballcaps, drinking coffee, smoking or spitting out tobacco juice, talking shit. It wasn’t long, though, before he became something else entirely.

All that to say this: Licensed to Ill was dope as fuck.

And world-changing! And the first real entry point into rap music for a large part of mainstream America! And the Beastie Boys, the kids who made that record, were poised to become the snot-nosed jester kings of the fledgling genre. But before they could capitalize on the success of their debut album—one which would go on to sell over 10 million copies—the Beastie Boys needed to deconstruct the personas that had made them famous.

There’s a reason this, this deconstruction, is hailed in every review you’ve ever read of Paul’s Boutique, as a bold artistic decision: on Licensed to Ill, they were only joking. But then their audience interpreted what to the Beasties themselves had been some mix of obvious mockery and adolescent fuckery as something else again. The willing buffoons had somehow become the protagonists. The Beastie Boys were skeptical, to say the least.

The same thing happened to Larry the Cable Guy, only he went along with it. Because make no mistake, along the path to self-caricature—toward appealing solely to an audience composed entirely of the people who identify directly with the archetypes you meant to make fun of in the first place, who believe you to be their mouthpiece, to be saying what they can’t in polite company—you’ll find millions and millions of dollars. But you’ll never know the exact moment that you cease to be vital. The Beastie Boys might have gradually ended up playing Las Vegas showcases, old men in high school forever.

How could they have known this? The oldest of them, the late Adam “MCA” Yauch, was, what, 21, 22, when License to Ill came out. When I was 22 I was sleeping on a pool float. They must have seen what was happening to Andrew “Dice” Clay.

Licensed to Ill is number 219 on the RS 500, and this piece isn’t about that album, it’s about number 156! Paul’s Boutique. Fully 63 albums better than its predecessor. But any serious consideration of the Beastie Boys’ dense, multi-layered sophomore effort is impossible on its own. Paul’s Boutique isn’t quite a complete rejection of the knuckleheads they portrayed on Licensed to Ill. But it grounds those personas in reality. They’re still into making mischief and meeting girls. But instead of mixing Spanish Fly with Brass Monkey, they’re “telling her every lie that you know [they] never did.” If they’re “fully strapped” on Paul’s Boutique, it’s with eggs, not guns. They didn’t make Licensed to Ill Part II. They didn’t capitalize on their massive success. They made a record entirely for themselves, and, in the long run, they were right.

That’s, like, the story of Paul’s Boutique, but it’s not what it isn’t that makes the album great. It’s what it is, and a lot of what it is is this: a masterpiece in terms of production by the Dust Brothers. More than any other album, with the possible exception of De La Soul’s 3 Feet High and Rising, Paul’s Boutique is the sampler used to its fullest potential. Taken to its logical extent. Made before everybody had to start worrying about clearing samples, the Dust Brothers just did what-the-fuck-ever and came out with a genuinely new kind of kaleidoscopic funk. The Beastie Boys’ greatest gift is their impeccable taste in weird shit, and in the Dust Brothers, they found the musical counterparts to their neverending lyrical reference-making. It’s weird that they never worked with them again, really. Did they?

Side note: have the Dust Brothers ever made a bad record? Because, fuck you, “MMMBop” is a goddamn Pet Sounds-level pop masterpiece, and the soundtrack to Fight Club is about the only part of that movie that holds up today.

I just found out that Ad-Rock’s middle name is “Keefe.”

Anybody who tells you they were into Paul’s Boutique when it came out is lying to you. The Beastie Boys started their comeback with Check Your Head, but they weren’t really back until the “Sabotage” video came out. I personally spent at least six months listening exclusively to Paul’s Boutique on repeat, trying to decipher it. To learn its secrets. (What’s that I hear in “The Three Minute Rule”? Because it sounds an awful lot like a ping pong ball dropped onto a table from about four feet.) But that was in high school. I was six years old when Paul’s Boutique came out.

It doesn’t matter. For the members of the secret order to which I belong, the people whose entire aesthetic sense is informed by lessons gleaned from Beastie Boys records, it doesn’t matter when you got into Paul’s Boutique, but that you got into it at all. You can usually pick us out by our preference for classic sneakers, light jackets, and high-water pants. We’re in our mid-thirties and forties now, buying rare funk records on Discogs.

I remember reading an interview with the Beastie Boys, probably in a ‘90s-era Details magazine, maybe the one with the David Lachapelle photo shoot in the hotdog stand, I don’t know, but whoever wrote it was right: that for a lot of people, figuring out the references and samples embedded in Beastie Boys albums, starting with Paul’s Boutique was a crucial starting point. It’s like Mike D and MCA and the King Ad-Rock were curating a never-ending scavenger hunt for their fans, who ultimately found the makings of a life devoted to Unassailably Cool Shit. “Egg Man,” for example, is a hilarious song about riding around in MCA’s car and egging people out the sunroof on the streets of Los Angeles, but just beneath the surface there are these samples of and references to Public Enemy. Also at least four movies: The primary sample comes from Curtis Mayfield’s “Superfly” from his Superfly soundtrack, there’s dialogue from Cheech and Chong’s Next Movie, and The Mack and Taxi Driver are both directly referenced. And Dolemite! Like you could listen to that song and really dive in and end up with at least one new record to listen to, Yo! Bum Rush the Show, and a pretty good introduction to Blaxploitation cinema.

There is no best song on Paul’s Boutique. It opens with “Shake Your Rump.” No. It opens with “To All the Girls,” but “To All the Girls” is so quiet and short that I usually skip it and go right for the opening drums of Alphonse Mouzon’s “Funky Snakefoot,” which gives “Shake Your Rump” its dope ass drumroll right at the beginning.

“Johnny Ryall” is certainly not the best song on Paul’s Boutique. But fuckin’ “High Plains Drifter” might be. Listening to “High Plains Drifter” is like watching a Cubist action movie, with the Boys Beastie each seeming to narrate entirely different aspects of the same protagonist, adding layer upon layer of tough guy/cool guy 1970s-style cinematic imagery. Unless I’m reading it entirely wrong.

In the 2011 video for “Make Some Noise,” Johnny Ryall is portrayed by Orlando Bloom.

Can we talk about “Shadrach” for a second? Because early on in their careers, the Boys went on tour with Madonna, the undisputed queen of the MTV era, and they learned at the foot of the master. They also famously brought along a huge hydraulic penis set piece. But in the same way that you can’t really consider Paul’s Boutique without Licensed to Ill, it’s impossible to separate the Beastie Boys’ music from their video output. They’re very much a video band. “Shadrach,” the song, is great. “Shadrach,” the video, is a straight-up masterpiece. Before the Klasky-Csupo team animated your youth, they hand-painted every frame of “Shadrach.”

There is no best song on Paul’s Boutique because the truest expression of what the album is comes at the very end, on “B-Boy Bouillabaisse.” Paul’s Boutique might have been called B-Boy Bouillabaisse, because it’s a better description of what the album actually is. “Bouillabaisse” is nine song sketches, some more ambitious and better realized than others.

Taken together, it’s the definitive sound of the Beastie Boys of the Paul’s Boutique era: three goofballs following their every creative impulse and finding, along the way, some enduring and iconic moments, and also, you know, some dumb stuff. “Hello Brooklyn” is so good that the two greatest rappers of all time sampled it for a collaborative track. “AWOL” is probably the best shout-out track in rap history. “Get On The Mic” is my favorite thing on the album. “59 Christie Street” is an unfortunate Licensed to Ill throwback. I never liked “Dropping Names” until I found out, researching this piece, that it’s an homage to the 1942 science fiction novel Donovan’s Brain. Now I think it’s kind of dope. I always thought it was some kind of repurposed student poetry assignment. Paul’s Boutique, man. The gift that keeps on giving.

Look. Larry the Cable Guy doesn’t owe anybody anything. There’s no reason to think that he’s not doing exactly what he wants to be doing.

The Beastie Boys didn’t make Licensed to Ill Part II, but, to their credit, they never made Paul’s Boutique Part II, either. They built outsized personas on their first album, and then dismissed those personas on their second. Because of this, they gained a reputation for being a band unafraid to reinvent itself. But that’s only sort of true. Starting with Check Your Head, Beastie Boys albums were less about reimagining what the band could be and more about refining what they were. Paul’s Boutique is the sound of the Beastie Boys taking the first steps toward becoming themselves.

—Bo Fahs