Stories Behind Megadeth Songs

(stories of Megadeth songs by Marty Friedman - as published on his web site.)

Rust in Peace 10/1990 - Rust in Peace Songs

Countdown to Extinction 07/1992 - Countdown to Extinction Songs

Youthanasia 11/1994 - Youthanasia Songs

Hidden Treasures 03/1995 - Hidden Treasures Songs

Cryptic Writings 06/1997 - Cryptic Writings Songs

Risk 08/1999 - Risk Songs











Holy Wars

I had to fight to record the second electric solo in this tune the way I wanted! The first take I did as I was just warming up was the one that producer Mike Clink liked. When he heard it, he said, "That's fine. Good job." And I was like , "Whooooaaaa! Wait a minute. I haven't even tuned my guitar yet. Let me play a REAL solo here." He and Mustaine both thought it was fine and that we should move on to something else, so we left it at that. As the days went on and on, just knowing that solo was on there really bugged me. So I kept bringing it up to the guys that I wanted to redo it. Everybody liked the solo that was there, so I had no allies! Eventually I wore down Mike Clink's nerves and he had me come back in and re-cut the solo, and the new solo is the one that made the record.

Hangar 18

This tune was actually much longer, but got seriously edited. I remember walking into the studio and wading through the miles of 2 inch tape all over the floor. Clink said, "Check out the lyrics of this song. It's about aliens and Martians, so play something that sounds like you are coming from outer space." That was good advice, and from then on, I really paid a lot more attention to the lyrics in a song than I had before.

Take No Prisoners

There are some busy rhythm/lead breaks/stops in the middle of this song that were a bitch to play in time! This was before ProTools and quantizing so you really had to nail stuff.

Five Magics

I'm quite pleased with the main solo in the middle of this tune. The rhythm underneath the solo is in some crazy time signature and I managed to do something with the solo that makes the whole section sound a little less progressive and a little more eerily aggressive. I was having a hard time nailing the fast thrashy pedaling rhythm part towards the end, so Clink gave me one of Slash's guitar picks that was lying around and then I nailed the part in one take. Magic!

Poison was the Cure

Another insane rhythm! That Mustaine can sure come up with some killer riffs! The solo in "Poison..." was the first one that I did on the album. It feels good to get one good one under your belt as you make your way through recording an album.


This solo is a great example of my playing. It's got it all. It sounds worked out, but it really wasn't. I follow all the chord changes differently, almost like a jazz player, which I definitely am not. To explain this solo technically would take a page and a half and a music professor. I'm quite pleased with this one.

Tornado of Souls

When I finished the solo to this one, Mustaine came into the studio, listened to it down once, turned around and without saying a word, shook my hand. It was at that moment that I felt like I was truly the guitarist for this band.

Dawn Patrol

No guitar here, but in the original version, there was a heavy, dissonant guitar riff that was so strange I couldn't believe we were planning to record it. The song took shape in the studio.

Rust in Peace / Polaris

This was my fave tune on the record at the time. Clink was also excited about it. The main riff in "Rust..." is like no other in rock. Absolutely unique.



Skin O' My Teeth

This was a fun video to make. We played live at this raging little club in Chicago called the Metro. The video crew were a bunch of maniacs running around the stage like little rodents. It was hard not to laugh as these crazy guys kept getting in our way.

Symphony of Destruction

This was as close to a 'hit' as we got. The original version of this song was much longer but we edited a lot of it in pre-production for Countdown. I really like this as a Megadeth song because it is simple and the beat doesn't really change much. A solid track.

Architecture of Aggression

Maybe my fave tune on the record? This also experienced the editing knife in pre-production and was shortened considerably. One of my fave vocals by Dave and also a real solid jammin' track.

Foreclosure of a Dream

This was an unbelievably difficult album to make. Max Norman, Dave Mustaine and myself are all uncompromising perfectionists and when you get the three of us together in the studio doing guitars, it turns into a 'let's make it even more perfect' competition. At the end of the day, the record was damn near perfect, but making it was tedious and painstaking. On "Foreclosure..." I was doing the clean acoustic guitar verses. Typically it takes a few minutes to play a part like that, but we were having problems getting a tone we liked and problems with string noise as well as tuning issues. It was an intense hard day. That said, I was alone in the studio with Max dealing with total guitar hell for the entire day. It was rough. We were in intense concentration so there was a sign on the studio door that said, 'KEEP OUT!! THIS MEANS YOU!!!'. Despite this sign, a very well known, famous producer who will remain unnamed here, just opens the door and with a jolly tone in his voice says, "Hey guys, how's it going?" People who know me know that my demeanor is usually extremely calm, cool and easygoing. But this day, despite the fact that this famous producer is one of my all-time favorite producers, when he walked in and said that, I shouted sharply at him, "What the fuck, dude? You know how to read or what?" Aghast, he turned around and left the studio. The intensity level was boiling.

Sweating Bullets

I got food poisoning from a Domino's pizza at the video shoot for this. Weird song.

This was my Life

This was the first song to be mixed on the album. I remember all of us gathering at Mustaine's house for a band meeting and listening to the mix, and being excited about it.

Countdown to Extinction

The girl who did the spoken part in the middle is a friend of mine named Jun. She worked at a sushi bar near the studio so we asked her to come and record with us. She is a cool chick and I still keep in touch with her. This song won us the Genesis award, given out by an animal activist group. At the star-studded Hollywood awards ceremony. Ellefson and I tried hard to contain our laughter as these TV and movie stars got up on stage and anthropomorphosised in their acceptance speeches. "I'd like to thank so-and-so, so-and-so, so-and-so, but most importantly of all, Fluffy and Fido, for their constant inspiration, blah, blah, blah...

High Speed Dirt

This song is about skydiving. I promised to go skydiving if this album went platinum. The damn thing went double platinum!! Thanks a lot! That said, skydiving was pretty fun...


There is a killer remix of this floating around Germany somewhere, I don't know if it got released or not.

Captive Honor

This song has a lot of our friends doing spoken 'cameos' so it's fun to hear their voices. That said, I was never the biggest fan of all the spoken parts in our songs, especially in the later albums.

Ashes in your Mouth

We played this live a lot and it was way fun. The ending harmony section was bumming me out in the studio because I thought the guitar tone of it wasn't up to the standard of the rest of the record. In mixing though, Max pulled out his magic and threw an interesting delay on the whole part which saved it, in my opinion.



Reckoning Day

I liked the unorthodox structure of this one because it wasn't your typical 'verse, bridge, chorus X2, solo' structure that we had done so much of. The middle of this is very melodic and I like that.

Train of Consequences

The first single off the record, we played it live on TV a lot. The lead solo was done in one take, the first take, with a $400 Japanese strat. I would have chosen almost any other song to be the lead-off single, but there were so many factors in making that decision at the time.

Addicted to Chaos

Cool vocal production by Max Norman. The complex vocal arrangement probably was what prevented us from ever playing this live. I borrowed David Ellefson's Les Paul for the creamy solo on this one.

A Tout le Monde

Playing this song in France was the greatest!! It is an amazing feeling to hear tens of thousands of people singing your song in a foreign language! Believe it or not, I sort of fashioned the intro of the guitar solo after Larry Carlton's solo in Lionel Richie's "Hello". If you're gonna copy something, you might as well copy something that was a hit...

Elysian Fields

I have no idea what this song is about, but I like the 70's rock vibe about it. This also has kind of an untraditional structure and it shows growth in the band, coming from thrashy roots and trying to be real rock stars. Cool tune.

The Killing Road

We did this tune live quite a bit. The solo in it is kind of a demented 'Tornado of Souls' solo, I guess that's why it seems to be popular with guitar players.

Blood of Heroes

This tune rocks! I orchestrated the intro, and it was opening new doors for us as far as adding string arrangements to our music. Also this tune has me playing the solo with a wah pedal, something I very rarely use. Cool lyrics in this one.

Family Tree

We did this live quite a bit. It was never my favorite song, maybe the theme of it was too depressing, or the music was a bit 'middle of the road', I don't know. That said, it probably would have made a good lead-off single with one of the catchiest choruses on the album.


Way heavy!! As you can see on the "Evolver" video, we did the basic tracks of this whole album live as a band in the studio. To listen to the playback of this tune on the huge studio monitors was absolutely like partaking in the nectar of the gods. Thick, saturated, heavy guitars never sounded or felt so good. My solo reminds me of an Irish jig (?!) but it's the rhythm guitars that rule this tune.

I Thought I Knew it All

My fave tune on the album. This is also nectar of the gods at high volume. Nick and I wrote the music for the chorus at his house in North Hollywood. He suggested that I listen to this Gipsy Kings song and we both kind of got inspired from that. This kind of tune is what I love about Megadeth.

Black Curtains

Had we simplified this one a bit, maybe we could have tapped into some of Metallica's magic, but I guess it was just done our way. We never played this one live.


Literally written and recorded in the studio in 20 minutes with tape rolling. We weren't planning to write a song or anything, it just came out. It's amazing how inspired you get when you are in a world-class studio with world class gear and world class people around you. Everything that you play just sounds so good that the music just flows.



No More Mr. Nice Guy

This was one of the tunes that I had learned for my audition, but when I got there, the guys only talked about how much they couldn’t stand the song. Oddly enough, this was the tune that made Megadeth a ‘household name’ in the UK, but the guys wanted nothing to do with it. I didn’t mind, because even I thought it was a bit out of character for Megadeth.


This was done during the “Countdown” sessions, and we intended to put it on that album. At the end of just about every record we did, we wound up with a few tunes too many, so we had to choose which ones we would cut from the album and use as B-sides, etc,. This tune has some cool rhythms and leads in it, probably cooler than anything else on “Countdown”, but I guess it was the least consistent with the rest of the record, that’s maybe why we booted it off.

Go to Hell

So many memories! Working on the song during soundchecks on the Japan ‘Rust’ tour, Ellefson’s wife doing a great job with the ‘prayer’, listening to rough mixes in Mustaine’s car at a formal party in North Hollywood, the video in Chicago was literally as hot as hell; especially for our bodyguard who we convinced to play the part of the devil and had to shoot his part for endless hours. Dave also worked his ass off in that one. The shoot was relatively easy for the rest of us (pix of me from that shoot are in the gallery) and I spent most of the time hanging with my Chicago friends. This was the first tune we recorded after “Rust In Peace”, and the first songwriting credit for me on a Megadeth song. Very ‘marty-esque’ soloing here, and Dave came to the party with some cool stuff too.

Angry Again

We all had kind of a break from each other and the highs and lows of the “Countdown” tour, then we reconvened in a dingy little Phoenix studio to do this one tune with Max Norman. We stayed at this swanky Scottsdale golf resort in these funky bungalows. I thought that the studio was not so good and the sound of this tune was inferior to anything else we had done. The solo I did was very ‘un-Marty-like’ for whatever reason.

99 Ways to Die

One of my all-time fave Megadeth tunes. While recording this at The Enterprise in North Hollywood, the 2 inch 24 track tape machine ATE the tape!! And this was after we had done the large majority of the tracking-vocals, solos, drums, bass, everything!! We were lucky because the tape got eaten during a chorus of the song. Since there were a few identical choruses in the song we could splice in another chorus in the messed up one’s place. Had it been during a verse, or the intro or the solo, we would have had to do all the tracking again from the beginning-for everybody!!


We went in the studio to do a Black Sabbath cover for ‘Nativity in Black’ and being the huge Sabbath fan that I am, I brought in 5 or 6 Sabbath discs. We couldn’t choose a song, mainly because the sound of the early Sabbath recordings sounded so tiny compared to what we were recording at the time that we kind of got discouraged on the whole thing and almost gave up. Then Dave launched into “Paranoid”, and David, Nick and I joined in. Tape was rolling, and we got it in that one take. I love the ending where Nick keeps playing after the song ended and after Dave shouts, ‘Nick! Nick!’ you can hear Nick say, ‘Fuck me running’ through the overhead drum mics. A natural Megadeth moment.


I don’t know what a ‘Diadem’ is, but this tune was a departure for us arrangement-wise, and had some cool acoustic parts. We did this in the Youthanasia sessions, I used the same Alvarez acoustic guitar that I used on ‘A Tout Le Monde’.


I always liked the fact that Megadeth had a punk element in it despite us being this razor sharp tight metal machine. Odd combination. I grew up on the Sex Pistols and the Ramones, so doing this song was a blast.




Weird song, but it was our first #1 song at US rock radio. The 'classical' middle section was part of a song called 'Absolution' that I had written for "Countdown..". We demoed 'Absolution' for 'Countdown' and again for 'Youthanasia' but it didn't get used until 'Trust'. For some reason we always remembered the piece and kept coming back to it. My lead solo was one that Dann Huff and I loved, but Mustaine didn't like much. We had long discussions about it and finally we kept it.

Almost Honest

My fave off 'Cryptic' to play live. It just rocks. Cool video too. It was way cool to hear this one all over the radio in the summertime with chicks and sunshine. This is what rock and roll is all about. I used one of my fave pedals, the MXR Phase 90 on the solo. The remix of this tune is even more fun.

Use the Man

Cheers to Dave on a great idea for the intro part. The Searchers had a hit with Sonny Bono's "Needles and Pins" in the 60's, so what a great idea to start a song about a drug overdose with a clip from it! Classic Megadeth and very cool. This song has me playing much more guitar textures than ever before in the band. We were growing big time here.


Heavy riff, heavy sound, heavy song. God-like bass tone at the beginning. Dann Huff and I had fun creating a lot of the background noise.

The Disintegrators

Cool title, very old school tune. Only Megadeth could get away with this in the late 90's.

I'll Get Even

We made great strides with this tune. It also translated well when we did our acoustic 'unplugged' shows all around the world. And the backing vocals were easy enough even for me to sing!


This guitar intro took HOURS to nail! A royal pain in the ass!! Especially because with the Boss GT-6 effector that I use now, I could dial up that exact sound in 2 seconds! When we were writing this tune on tour, the guys on our crew seemed to really dig it as we messed with it at our soundchecks. Overall, it's a cool song, but somewhere it missed the mark with me.

A Secret Place

I used so many different kinds of guitars on this. I also played an 8 string bass to double some guitar melodies. I used a Jerry Jones sitar-guitar for the main riff. This was the one from our live show that made it to the Woodstock '99 album.

Have Cool, Will Travel

Great title. This was the first solo I did on the album. Dann put the backing track up for me to do the solo to, and I just plugged in and kind of warmed up and tuned up my guitar to the track, and when the solo section was done, Dann stopped the tape and said, "That's great! Good solo, Marty." I said, "What are you talking about?? I'm not even in tune yet. We're going to sit here and work on a great solo. There's no way I'm going to leave this garbage on a record!" He obviously had no idea what I was capable of doing, and was willing to let any old thing go by, and that really fired me up. I made sure he was going to know what kind of player I was, and from that moment on, I really played my ass off.


A staple of our live set, the 'Detroit Rock City' section (as I like to call it) gave us a great opportunity to stretch out and really do some jamming in concert.


We demoed this one for 'Youthanasia', but we decided to hold on to it until 'Cryptic'. I liked the solo that I improvised on the old demo version so I copied it note for note for this album version.


Our manager at the time didn't 'get' this tune, so I spent a lot of time explaining the power that it had. Still, it's a bad sign when you have to explain that kind of thing-kind of like having to explain a joke...Anyway, this was also demoed for 'Youth...' with different lyrics. Probably the most technically interesting solo on this album, and overall the most 'Megadeth' song on the album as well.




Those weird notes at the beginning were actually the last notes that I recorded for this album, and actually the last notes I recorded for Megadeth. This tune was kind of an afterthought and was almost completely Mustaine's. I was very impressed by the modern sounding stuff that he and Dann Huff came up with.

Prince of Darkness

I recorded the eerie middle section at my home studio in Phoenix. I wrote a lot of this tune and overall I think it came out pretty good. We opened many shows on the 'Risk' tour with this one.

Enter the Arena

This reminds me of that little 'bonus track' at the end of the original vinyl version of Kiss' "Destroyer". I like it for that.

Crush 'Em

For me, this tune is like a powerful shot that misses the bulls eye. It's way too complicated to be what it's trying to be, which is a sports anthem. We fought and fought over many facets of this song, between the members, managers, producers. I give everyone credit for trying and a big thanks to the Megadeth CyberArmy who did the backup vocals!


This was my fave tune on the album at the time. I also did my fave solo of the album on this song, but it was replaced by Dave without my knowledge. I showed up in Nashville all excited to hear the mixes and when "Breadline" came up, I was especially excited. The solo came and my mouth dropped to the floor. Where the hell was my solo??? I was furious that no one had told me anything until the song was already mixed. It turns out that our managers didn't like the solo I that did, they said it was 'too happy and melodic'. Well it was a 'happy and melodic' song! Anyway, if they needed it redone, they just could have told me, I would have been glad to get back to Nashville and redo it. This lack of consideration certainly planted the seed for me to want to quit the band. It was like, if they didn't need my guitar playing, I certainly didn't have to be there. It wasn't like I was Ace Frehley, too high to play and not showing up in the studio to record. I did a great solo, and I would have been happy to replace it with one that made everyone happy, but no call, no nothing, until I'm standing in the control room listening to the final mixes.

The Doctor is Calling

I complained to Dave that we didn't really have any 'really heavy' songs on the record and that everything was kind of middle of the road. I wanted to be extreme; make the heavy stuff unbelievably heavy and the light stuff totally pop. The rest of the guys weren't too comfortable with that, and Dave and I argued a bit before using one of my riffs to write this tune. This is probably my fave solo on the album, but the way it was mixed, it gets kinda lost. I also don't understand and don't particularly like all of the spoken parts and sound effects in this tune. Also, some parts of this were taken from a song called "Absolution" that I wrote for "Countdown". Parts of that were used in "Trust" as well.

I'll Be There

Great vocal work by Dave. This has lots of guitar textures that I did, and I believe there are some other instruments filling this out. I learned how to use an e-bow for this.


Nice playing by everyone. I like the breakdown in the middle. We were really trying to be more than a thrash band.


I LOVE the drum beat at the beginning!! Jimmy rules!! Also nice playing. You can tell that we were not only metallers, but well-rounded musicians. Dave's voice on the choruses is fabulous, I saw a ton of potential in him as a singer when I hear him sing this way.


By listening to the lack of production on this, you can tell that this was the one that the producers were least interested in. But at the same time, this is what we sounded like without all the sound effects, samples and other stuff thrown in. I used an ancient 8 inch Rickenbacker amp for the breakdown. Fxxking amazing drumming on this one too!

Time: The Beginning

More great vocals. When I was working on songs like this, I really was excited about the future of the band. This is a classy ballad, but still has the eerie Megadeth quality about it. I love the two different drum set sounds used in this one.

Time: The End

I did a demo version at my house that I like much better than this one, but it was way too futuristic and weird for the others to buy it. It's probably best that this one came out as full-on slamming metal.