Paul's Boutique is the second album by the American hip-hop group Beastie Boys, released on July 25, 1989, by Capitol Records. Produced by the Beastie Boys and the Dust Brothers, the album's composition makes extensive use of samples, drawn from a wide range of genres including funk, soul, rock and jazz. It was recorded over two years at Matt Dike's apartment and the Record Plant in Los Angeles.

Paul's Boutique did not match the sales of the group's 1986 debut Licensed to Ill, and was promoted minimally by Capitol. However, despite its initial commercial failure, it became recognized as the group's breakthrough achievement, with its innovative lyrical and sonic style earning the group a position as critical favorites within the hip-hop community. Sometimes described as the "Sgt. Pepper of hip-hop", Paul's Boutique has placed on several lists of the greatest albums of all time, and is viewed by many critics as a landmark album of golden age hip-hop and a seminal work in sampledelia.

Derided as one-hit wonders and estranged from their previous producer, Rick Rubin, and their record label, Def Jam, the Beastie Boys were in self-imposed exile in Los Angeles during early 1988, after being written off by most music critics. Following the commercial success of Licensed to Ill, the group was focusing on making an album with more creative depth and less commercial material. The group's previous album had been enormously popular and received acclaim among both mainstream and hip hop music critics, although its simple, heavy beats and comically juvenile lyrics led to criticism as frat hip hop. The Beastie Boys signed with Capitol Records and EMI Records.

Put together on samplers with tiny memories, small fragments of staggeringly disparate musics drop in, then are snatched away abruptly; rhythms and melodies remain in focus as textures and sounds constantly shift.

Paul's Boutique was produced with the Dust Brothers, whose use of sampling helped establish the practice of multi-layered sampling as an art in itself. While the Dust Brothers were set on making a hit record, they agreed with the group on producing a more experimental and sonically different record. In total, 105 songs are sampled, including 24 individual samples on the last track alone. The Dust Brothers produced the backing tracks with the intention of releasing an instrumental album, but were persuaded by Beastie Boys to use them as the basis of their album.

Contrary to popular belief, most of the sampling for Paul's Boutique was eventually cleared, but at dramatically lower costs compared to today's rates. According to Sound on Sound, most of the samples were authorized "easily and affordably, something that [...] would be 'unthinkable' in today's litigious music industry." Mario "Mario C" Caldato Jr., the engineer on the album, said, "We realized we had spent a lot of money in the studio. We had spent about a $1/4 million in rights and licensing for samples." This type of sampling was only possible before Grand Upright Music, Ltd. v. Warner Bros. Records Inc., the landmark lawsuit against Biz Markie by Gilbert O'Sullivan, which changed hip-hop artists' approach to sampling.

Speaking about the album 20 years on, Adam Yauch said:

The Dust Brothers had a bunch of music together, before we arrived to work with them. As a result, a lot of the tracks come from songs they'd planned to release to clubs as instrumentals – "Shake Your Rump," for example. They'd put together some beats, basslines and guitar lines, all these loops together, and they were quite surprised when we said we wanted to rhyme on it, because they thought it was too dense. They offered to strip it down to just beats, but we wanted all of that stuff on there. I think half of the tracks were written when we got there, and the other half we wrote together.