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The Replacements - Dead Man’s Pop Music Album Reviews

The new box set includes demos, a live show, and a fascinating, stripped-down remix of the band’s 1989 album Don’t Tell a Soul that reveals an alternate history of one of their most divisive records.

The Replacements story is filled with what-ifs and near misses. Their legend, essentially, is that if the chips had fallen differently, they might have become a popular band and had success into the 1990s, like their friends and rivals R.E.M. What if they had played ball with their label? What if they hadn’t made so many enemies? What if they hadn’t been so fucked up?


In 1989, the question of the hour had to do with the band’s sixth album, Don’t Tell a Soul, and it goes something like this: What if they hadn’t released a record full of slick, radio-friendly pop-rock? With proper production, could this have been another classic? The question is asked because Don’t Tell a Soul was, for many years, the most maligned Replacements album, even if its reputation has improved some since then.

Dead Man’s Pop attempts to answer these questions. Featuring extensive notes from Bob Mehr, some of which are adapted from his essential Replacements biography Trouble Boys, the box set documents just about everything to do with Don’t Tell a Soul except for the finished album itself (Rhino reissued an expanded configuration in 2008). It aims to complicate the story of the record and rescue Paul Westerberg’s songs from production compromises made in service of a theoretical audience that never materialized.

Don’t Tell a Soul had an unusually complicated genesis, involving a new band member (guitarist Bob “Slim” Dunlap), two periods of recording, each with a different producer (Tony Berg oversaw early dates that were ultimately scrapped but are presented here, while Matt Wallace helmed the sessions that led to the album), a surprise drop-in from Tom Waits at the height of his fame, and a great deal of confusion about what Sire Records wanted from the band and vice versa. Amid all this turmoil, Westerberg was writing some very good songs that built on the softer, gentler material from the last couple of albums.

The heart of Dead Man’s Pop is a new mix and sequence of Don’t Tell a Soul inspired by the one Matt Wallace made just before he exited the project. Wallace wanted to mix the record himself, but could see the writing on the wall and knew the label wanted someone with a better ear for radio for the job (Chris Lord-Alge ultimately gave the record its modern-rock sheen). This was a common practice—track with a producer the band likes, get a corporation-approved pro to give it the proper polish (see: Nirvana). But in this case, the final mix became the record’s fatal flaw, and Westerberg himself even bad-mouthed it (“It sounded good until the label brought in people to mix it to make it sound like everything else on the radio,” he told Magnet in 2002). The quickie mix Wallace knocked out was thought lost until it turned up in Slim Dunlap’s basement and, once discovered, it served as the anchor for this set, which was named after the working title for the album.

Many differences are subtle—it’s not like they turn Don’t Tell a Soul into Stink—and these are still the same songs and the same performances rendered with a simpler and more intimate tone. The opening “Talent Show” is perhaps the greatest improvement—Westerberg’s vocal is naked, the drums are reserved, and it comes over more like a studio jam than something assembled from individual parts. The guitars on “I’ll Be You” are more twangy and less cheesy, to use a common pejorative from the time of the album’s release. “I Won’t,” easily the worst song on Don’t Tell a Soul, sounds better here without the deeply corny isolated bassline and a better balance among the instruments. “Asking Me Lies” is newly airy and light, with the backing vocals more prominent.

The common thread is that the guitars are cleaner, the vocals are clearer, and previously buried fills come to the surface, like the banjo in “Talent Show.” The set also re-sequences the album according to the Wallace tape. It’s more front-loaded now: No waiting until the second side to hear “I’ll Be You” and “Darlin One” (they are in slots No. 2 and 5, respectively). And ending the set with “Rock and Roll Ghost” after opening with “Talent Show” gives it a nice thematic frame, an innocent band taking a stab at one end and a fading relic thinking about the past at the other.

The second disc of the box contains work from the disastrous aborted Berg sessions, recorded in Bearsville, New York. It’s hard to get a sense of where the record might have gone from the evidence here—they are basically full-band demos of unfinished songs. While it’s enjoyable to hear “Achin’ to Be,” “I’ll Be You,” and “We’ll Inherit the Earth” in these versions, they sound more like run-throughs. Westerberg delivers the lyrics offhandedly, with plenty of vocalese placeholders.

Two outtakes, both of which landed on the expanded Don’t Tell a Soul, are the best thing about the sessions by far—the countrified “Portland,” which is fantastic, and the jittery rocker “Wake Up.” The six tracks taken from a drunken late-night session with Tom Waits—he was a fan of the band, and Westerberg of him—are of historical interest only. The two sound completely trashed and can barely play or even speak—a reminder it’s not always a tragedy when songs stay in the vault.

That doesn’t apply to the live set included on the other two discs, which document a concert from June 1989 in Milwaukee. For anyone skeptical of Don’t Tell a Soul, the most convincing argument for their vitality is the live shows from this period. They played faster and crunchier than on record but the hooks were intact and, unlike a few years earlier, Westerberg remembered most of the words. And the setlist is stunning—the number of anthems they had on tap at this moment is almost unbelievable, drawing from 1984’s Let It Be through their then-new record and throwing in a few covers, including their terrific version of the Only Ones’ “Another Girl, Another Planet.” It gets a little ragged toward the end, by which time the band was probably plastered (“Here Comes a Regular” is a mess), but the set holds up to repeated listens.

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A few months after, the Mats would tour with Tom Petty and continue to unravel as Westerberg’s alcoholism consumed his life. All Shook Down followed in 1991, and then the band called it a day right as alternative music was poised to take off. And that was pretty much it for the Replacements until their reunion gigs this decade. Don’t Tell a Soul wasn’t the breakthrough anyone hoped for, but it turned out to be their best-selling album, which might explain why many bands later accused of ripping off the Replacements (the Goo Goo Dolls, Ryan Adams) sounded the most like this era, when acoustic guitars and hushed vocals were prominent in the mix.

Whether the new mix and additional context improve Don’t Tell a Soul is hard to say—especially for me, since I bought the album the day it came out and loved it for 30 years. In its original form, I related to this stoic guy from the Midwest raised to stifle his feelings choosing to explore vulnerability. To some people, that meant that the songs occasionally tipped over into self-pity or sentimentality, but these excesses seemed part of the emotionally messy package. It was music you swallowed whole, the good stuff and bad—like a handful of pills. At a certain age, you want nothing more than to feel special, and in Westerberg’s best songs on Don’t Tell a Soul, he offers hope that someone out there just might see the specialness in you.


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