The Replacements’ Best Songs, Ranked

This week marks the 35th anniversary of the fifth full-length album by The Replacements, Pleased To Meet Me. As a Midwestern male of the Gen X persuasion, this qualifies as a holiday. And, as is customary for all religious occasions, homage must be paid.

Some background: The Replacements were a four-piece band that formed in Minneapolis in 1979. They released seven studio albums, all of which are very good to great, before they broke up in 1991. The band’s original guitarist, a figure equally tragic and exhilarating named Bob Stinson, passed away four years later. Eighteen years after that, they reunited. And then they broke up again. Over time, they established a reputation for playing heart-on-your-sleeve, punk-inspired rock songs that influenced the sound of indie and alternative bands who went on to become much more successful than The Replacements ever were, in the ’90s and beyond.

Oh, and they drank. They drank all the time. But we’ll get to that.

For most of my life, I have been preparing to go deep on this band. Now, I can’t hardly wait to get started. Meet me anyplace, or just left of the dial — here are my 50 favorite Replacements songs.

50. “Hootenanny” (1983)

It’s 2002. I’m 24 or 25 years old. I’m visiting my boyhood friend in his new home of San Francisco. We’re at a party filled with his girlfriend’s classmates from Stanford. It is not an exceptional party by any means — it’s people standing around in a kitchen and occasionally turning around to pour liquor and Diet Coke into a red Solo cup. And yet I remember this soiree 20 years later for three reasons.

1) It was the first time I realized that the way people drink in the Midwest is not how people drink in the rest of the country. Which is to say, I turned around to pour and mix way more times than the people around me. They nursed, I binged. I binged a lot. Only I didn’t realize, until that very moment, that I was binging. Where I come from, once you finish a drink you immediately get another. I was raised to dread the bottom of an empty cup like a mid-October snowstorm. Binging was normal to me. Only it wasn’t, you know, normal.

2) At some point I made a joke about being a big dumb hayseed who had never visited the Bay Area, and poked fun at my own lack of cosmopolitan know-how, to absolute crickets and blank stares. This is what is known in my part of the country as “preserving your humility,” a helpful personal reminder that you are not better than anyone else. In fact, you are probably worse. It’s a style of interpersonal communication that is bred into you by passive-aggressive Midwesterners from the time you start walking — I am not worth much, and I accept it. But that language didn’t translate here. This lesson took several more years to sink in but I now know it to be true: Self-deprecation is not charming, it turns people off. I mean, it is charming if you are so fabulously wealthy or obscenely good-looking that you must lower yourself a peg in order to not be completely insufferable. But if you’re just an average schlub, it’s alienating, because people can tell that you actually don’t accept that you’re not worth much. They know you instead feel preemptively overlooked and maligned, which will inevitably prompt unearned resentment and unnecessary defensiveness. When you “jokingly” call yourself a hayseed, it’s a sign that you need reassurance that, no, you’re not a big dumb hick who is being judged by people you think see themselves as inherently superior (the jerks!) and maybe really are inherently superior (I’m the jerk).

3) Taken together, these observations partly explain why The Replacements never became superstars.

They drank too much and they were preemptively defensive about being maligned as hicks. These were personal problems. But they are also regional problems. Though if you happen to share The Replacements’ problems … maybe these problems are why you love them?

Some people will hear a band open their second album with a lumbering, extemporaneous jam — in which the members are all playing the wrong instruments in extremely wrong fashion — because the lead singer happened to be annoyed with the recording engineer that day and he figured it would be funny for a so-called punk band to kick off with a song called “Hootenanny,” and they will think: What a bunch of idiots. Others will hear this and think: This was made for me. The former group of people might want to stop reading now.

49. “I Hate Music” (1982)

Normalized binge-drinking and ingrained Midwestern insecurity disguised as self-destructive rock ‘n’ roll bravado — these are essential elements in any conversation about the rise and fall of The Replacements. But I do want to push back against the popular mythos that this band should have become bigger than they were. Based on my reading of my friend Bob Mehr’s exhaustive (and exhausting) definitive 2016 biography Trouble Boys — possibly the best non-memoir rock book of the last 20 years — it’s a miracle that they got as far as they did.

Let’s do a roll call of The Replacements at the dawn of the 1980s, right as they got rolling:

  • Chris Mars, committed visual artist and semi-committed drummer.
  • Tommy Stinson, bassist and teenaged future high school dropout.
  • Bob Stinson, survivor of various childhood traumas (including sexual abuse at the hands of his demonic stepfather) who learned guitar by studying Yes’ Steve Howe while rebelling against the therapists at his reform school.
  • Paul Westerberg, budding songwriter and the most depressed 18-year-old janitor living in the Twin Cities.

They weren’t mere misfits or the “lovable losers” of lore. They were people predetermined to live unexceptional lives. Their barstools and gravestones were already booked decades in advance. Whatever the opposite of an industry plant is, they were it. Take the distance between Minneapolis and Los Angeles, multiply it by a factor of 8,000, and that’s about how far The Replacements were from any prospects. And they knew it, and they joked about it, most infamously in this song. Though deep down, Paul also felt that maybe he wasn’t actually worthless, which is why he snuck an insightful, heartrending lyric like “I hate my father / some day I won’t” into such an ostensibly stupid song.

48. “Fuck School” (1982)

Westerberg famously talked his away into the band, back when they were known as Dogbreath, after hearing the Stinsons and Mars jamming one day at Bob and Tommy’s South Minneapolis home as he walked home from his janitor gig. He had already been looking for a band he could shape into his own image as a lover of blues, folk, bubblegum pop, and knuckle-dragging classic rock. And these guys were at least loud and desperate enough to fit the bill.

It’s a shame that a later moniker, The Impediments, had to be jettisoned after they were blackballed in the Twin Cities for showing up drunk to a show at a halfway house for alcoholics. (Again – if you belong in the these guys are idiots category, you might want to bail.) Because “impediment” best describes their emotionally repressed, recalcitrant personalities. Even in the steadfastly recalcitrant hardcore scene in the early ’80s — in which The Replacements dabbled on their early EP Stink! — they felt uncomfortable and compelled to rebel. While “Fuck School” fits the sonic template of hardcore, The Mats eventually were moved to play super slow and mellow “pussy” sets loaded with weepy country songs to rankle the punks.

47. “If Only You Were Lonely” (1981)

Their contrarianism couldn’t quite get this early ballad on their debut album, Sorry Ma, Forgot To Take Out The Trash. Instead, one of Westerberg’s earliest hangover laments — the path to “Here Comes A Regular” more or less starts here — was relegated to a B-side. But I assume people like Jay Farrar and Jeff Tweedy heard this twangy gem early on as they explored the space between sullen punk and heartbroken country music. As Paul pukes his guts out while mooning over the girl he didn’t pick up the night before, he slurs his heart out like a sewer-rat George Jones: “I was tired as hell / Another day’s here and oh well / Somewhere there’s a smile with my name on it.”

46. “Black Diamond” (1984)

I don’t want to make the mistake over-mythologizing this band’s already highly romanticized minutia, as Replacements fans are prone to do. (Remember that there is a two-hour Replacements documentary in which neither the members nor their music appears — instead, it’s just fans talking about how much The Replacements mean to them. It’s pretty cringe-y, and I really wish I had been interviewed for it.) But I must point out that this cover of a 1974 Kiss song about a doomed sex worker from the most beloved Replacements’ album, Let It Be, influenced my personal aesthetic for what I love and value in rock music as much as any song on this list.

As a teenager, Westerberg was a student of rock criticism, and that background influenced the sort of band he daydreamed about one day forming. He knew what critics loved, and this helped him lead a band that critics ended up loving. But he was also, shrewdly, ahead of the curve in terms of waving the flag for illicit corners of the rock canon that had not yet been reclaimed by the intelligentsia. So, while you could hear traces of the Stones, the New York Dolls, and the Sex Pistols in what they did, there was also plenty of stuff in The Replacements’ sound that was associated with uncultured plebs, like this song.

But I’m making them sound too cerebral. I’ll put it this way: A punk band that rejected the humorless polemics of hardcore while also embracing stupidly enjoyable arena rock — which essentially meant front-loading your ugly Middle American hickishness in unapologetic fashion — seemed to me at an impressionable age to be the exact right way to live your best life.

45. “Beer For Breakfast” (1987)

I’ll be talking a lot about the genius of Paul Westerberg, master lyricist of fatalistic barroom wit. But let’s begin by marveling at the finest achievement of this stupid-smart Pleased To Meet Me outtake, in which Paul becomes the first (and maybe only?) writer ever to rhyme “breakfast” with “barbecue chips.”

44. “Waitress In The Sky” (1985)

Put a gun to my head, and I’ll declare that Tim narrowly beats out Let It Be and Pleased To Meet Me as my favorite Replacements album. It has the worst production out of those three, but it has the best songs, and the songs are so great that they overcome the tinny sound. (I even love the album’s deliberately moronic filler numbers, “Dose Of Thunder” and “Lay It Down Clown,” which I’ve grown to love as concessions to the soon-to-be-fired Bob Stinson and his Johnny Winter-loving sensibilities.) On Tim, Westerberg wrote some of his finest songs about his central theme — the omnipresence of fear and the struggle to overcome it. He wrote about fear in so many different contexts on this record: the fear of losing your life, the fear of feeling lonely in a crowd, the fear of loving your favorite bar a little too much, the fear of never telling your public transportation-related crush how much she means to you. Scared songs delivered with swagger — that’s The Replacements’ brand.

Even this song — an example of Westerberg reverting to heel mode, which he did more often on stage than on record — is about fear. In this case, it’s a kind of fear that dictated a lot of the band’s behavior, particularly toward the record industry: the fear of being looked-down upon. The guy in this song feels I am not worth much deep in his soul, so he’s launching an offensive to put the poor, allegedly-aloof flight attendant in her place. “Treat me like the way they treat ’em up in first class,” the guy snarls, though I suspect that even if she did, he wouldn’t believe he deserved it.

43. “Tommy Gets His Tonsils Out” (1984)

While Paul is our narrator, Tommy Stinson — the kid who became Paul’s muse and then his running mate — is the main character of many of these songs. The juvenile malcontents who run wild in early Replacements anthems seem mostly modeled after the juvenile malcontent in their own ranks. As producer Tony Berg, the future Phoebe Bridgers mentor who was tortured unceremoniously during the making of 1989’s ill-fated Don’t Tell A Soul, once put it, “The Replacements, Tommy especially, represent Paul’s adolescence to him.” Another Mats producer, the great helmer of Pleased To Meet Me Jim Dickinson, said it more directly: “Tommy’s this great existential hero, which is a rare breed nowadays. Every morning, or afternoon, Tommy wakes up and decides whether or not he wants to be Tommy.”

As good as Trouble Boys is, I hope that Tommy writes his own memoir someday. Can you imagine spending the entirety of your teen years in The Replacements? How glorious and gloriously awful that must have been? For starters, I’d love to know what it’s to have a song about being assaulted by an evil doctor in which you’re name-checked released just four days before your 18th birthday.

42. “Rock ‘n’ Roll Ghost” (1989)

Tommy has described their penultimate record Don’t Tell A Soul as “our least honest record.” That doesn’t seem like an accurate description of the songs as much as the ‘roided-out mix done by Chris Lord-Alge, a mainstay of FM rock back when FM rock was a thing, who worked on everything from Bruce Springsteen’s “Dancing In The Dark” to Green Day’s American Idiot. Lord-Alge’s pumped-up sheen helped to deliver The Mats’ their only sort of hit, “I’ll Be You,” while sandbagging the rest of the record. (Which is why 2019’s Dead Man’s Pop is the most revelatory Replacements’ box set, in spite of focusing on their worst album, because it restores the album’s rougher, more primal original mixes.) But the bleak defeat of “Rock ‘n’ Roll Ghost” — in which Westerberg croaks that “we don’t know until we’re gone / there’s no one here to raise a toast / I look into the mirror and I see / a rock ‘n’ roll ghost” — is the opposite of dishonest. It is almost too brutal in its truth-telling, pointing to the even more downcast All Shook Down.

41. “All Shook Down” (1990)

Nobody — least of all Paul Westerberg — considered their swan song, All Shook Down, to be a proper Replacements album. Mars hardly plays on it, and Stinson is more of a contributor than a full-on collaborator. But in terms of vibe and thematic symmetry, it’s the perfect ending, a denouement as exhausted and embittered as Sorry Ma is energetic and irrepressible. Westerberg’s overt tribute to Alex Chilton appeared two albums prior, but All Shook Down functions as a covert homage to Big Star’s dissolute Third, evoking that album’s sense of utter hopelessness in the wake of so much professional and spiritual failure, during a period when Westerberg was so alcohol poisoned that he couldn’t get through half a beer without becoming weak-kneed. Throughout the record, he sings in a grief-stricken rasp. On the title track, he bottoms out: “Praises they sing / A register rings / One of the time / That nobody brings / Praises they sing / Shake my hand as I drown / All shook down / All shook down.”

40. “When It Began” (1990)

One of the more fascinating subplots to The Replacements’ story is their Goofus-and-Gallant relationship with R.E.M., who started making waves around the same time in the early ’80s. More consistent and better managed, R.E.M. stayed on an incredible, upward trajectory for almost two decades, while The Replacements sputtered, stumbled, slipped, and sank throughout the ’80s before finally collapsing in the early ’90s. This naturally imbued the bands’ relationship with a frenemies vibe, though as a fan of both groups I think it’s fair to say that each unit conducted business precisely how they wished, for better or worse. Not that The Mats weren’t prone to grousing about their relatively obscure status. “I mean, I wonder why a million people like R.E.M., for instance, and only 200,000 like us,” Westerberg complained to Rolling Stone in 1989. “Are they better than us, or have the other 800,000 not had the chance to hear us?

It is incredible to hear this song from All Shook Down, an Abbey Road-like remembrance of times past on the verge of an implosion, and note that R.E.M. — already a platinum-selling band in 1990 — was about to ramp up for an era of even greater success. Meanwhile, Paul Westerberg sounds like an 80-year-old man on his deathbed.

39. “Someone Take The Wheel” (1990)

One of my favorite stories from Trouble Boys occurs after the band has broken up. Westerberg is in L.A. and happens to step into the same elevator as Kurt Cobain, a newly minted rock star whose album sales have already eclipsed Westerberg’s. The men don’t share a word. They step out on the same floor and walk to adjoining hotel rooms, all without making a peep. And that’s how the writer of Let It Be met the writer of Nevermind.

Later in the book, Westerberg complains to a therapist that everyone he hears on the radio sounds like him, which naturally makes the therapist question the patient’s sanity. This being the ’90s, however, Westerberg was absolutely correct, though ultimately I don’t hear much of a connection between Westerberg and Cobain. I liken Paul more to another upper Midwest troubadour, John Prine, who evinced a similar ability to wring equal doses of pathos and humor out of sly one-liners and spare but revealing storytelling, like the following line from this travelogue-from-hell: “I see we’re fighting again / In some fucking land / Throw in another tape man.”

38. “Talent Show” (1989)

The most notorious TV appearance by The Replacements was their first, on Saturday Night Live, in 1986. We’ll talk about that one later. First, let’s discuss their second TV appearance, on something called the International Rock Awards, in 1989. They played this song, though nobody at the International Rock Awards seemed to think they actually had talent. “We apologize … here they are … The Replacements,” the announcer says with mild disgust. Their reputation has once again preceded them. “What the hell are we doing here?” Westerberg drawls into the mike, laying on the familiar goober routine. I am not worth much, and I accept it.

And then they start playing and it’s clear that really don’t belong here, because this made-up awards show is stale and the band on stage is thrillingly alive. Censors mute the line about “feelin’ good from the pills we took,” and you can see Paul roll his eyes a bit. I am not worth much, and I accept it. The band rampages forward unabated, laughing at themselves and their ridiculous surroundings. At the breakdown, Paul has a surprise — he changes the line about how it’s too late to turn back to “it’s too late to take pills,” side-stepping the censors. In true band fashion, they have blown another opportunity, in order to win back some dignity. Victory belongs only to them, and to a cheering Matt Dillon. I am not worth much, but I am worth more than you.

37. “Bent Out Of Shape” (1990)

The Replacements’ final pre-comeback show on July 4, 1991 in Chicago is one of their most famous and easily accessible bootlegs, given that it was broadcast live on local radio. The band sounds surprisingly spirited given the circumstances, though there is a discernible cloud hanging over the proceedings that becomes more obvious as the bitter end draws nearer. The first half of the show, however, runs the introspective All Shook Down songs through a raucous and drunken live lens, including this song, which is preceded on the bootleg with a torrent of “fuck’s” dropped by Westerberg for the benefit of radio listeners at home.

36. “Johnny’s Gonna Die” (1981)

When I re-read Trouble Boys as preparation for this column, I got suddenly choked up during a scene early in the book when Peter Jesperson — co-founder of The Mats’ original label, Twin/Tone, and their Brian Epstein figure — phones Westerberg after finally playing the band’s demo. Originally, the intention of recording their songs was simply to get local gigs. But Jesperson is now interested in making a single or even an album with them.

“You mean, you think this shit is worth recording?” a flabbergasted Westerberg replies.

The genuine shock is what leveled me. Westerberg wasn’t being self-deprecating; he really couldn’t foresee a future that extended beyond playing The Longhorn or the 7th Street Entry. He had accepted his predetermined fate, to the point that a small acknowledgment from a local tastemaker felt like a revelation, a peek at a whole other world you couldn’t let yourself believe in because it was likely bound to vanish.

In retrospect, you can draw a line between an early song like “Johnny’s Gonna Die” — one of Westerberg’s first ballads, inspired by embattled New York Dolls Johnny Thunders, a personal hero — and All Shook Down. Even at his roughest-around-the-edges stage, he had his viewpoint down cold.

Everybody stares and everybody hoots
Johnny always needs more than he shoots
Standing by a beach and there ain’t no lake
He’s got friends without no guts, friends that never ache
In New York City, I guess it’s cool when it’s dark
There’s one sure way Johnny you can leave your mark

35. “‘Kick Your Door Down” (1981)

The point is that even as Westerberg matured — which in Replacements-speak translates to “wrote slower and mellower songs” — he didn’t necessarily move all that far beyond the songs he put on that demo tape. His past, present, and future can be heard in those songs. This track from Sorry Ma is another example of Westerberg writing an extremely Westerbergian song about kicking a door down, an extremely Westerbergian act of performative violence that will be revisited in slightly different forms throughout his career.

34. “Treatment Bound” (1983)

Hootenanny is the dark horse of The Replacements’ catalog — it’s not as elemental as the debut or Stink!, not as iconic as the three mid-’80s albums, and not as polarizing as the last two. It is, in some ways, an epic troll of their early punk audience, with its corny folk music cover and eclectic (if also nonsensical) collision of musical styles. It’s an album that you will appreciate more if you appreciate all of the other Replacements albums first, because it’s the record most interested in demolishing all preconceived notions about what The Replacements are. Then, at the end of the record, comes this song, which puts all of that self-mythology back together again. “We’re gettin’ nowhere quick as we know how / We whirl from town to town Duluth to Madison / Treatment bound.”

33. “I Don’t Know” (1987)

Speaking of self-mythology, “one foot in the door / the other one in the gutter” is almost too perfect as a summation of The Replacements’ worldview. It’s like Thom Yorke singing “we started with guitars / and then we went bleep-bloop” in a Radiohead song.

32. “Hold My Life” (1985)

If Tommy Stinson was both bass player and muse in The Replacements, Bob Stinson was also a kind of muse for Westerberg, the tragic bleakness counterbalancing his brother’s indefatigable nerve. A one-of-a-kind hard-rock guitar player whose wild solos simultaneously cut against and elevated Westerberg’s songs, Bob Stinson is also a singularly sad figure in American indie rock history, a man who was beaten up so much by life that his death in 1995 at the age of 35 — an otherwise horrifically young age — actually seems like a testament to his Herculean endurance. Most of us wouldn’t have made it out of Bob Stinson’s childhood.

I think of him whenever I hear this song, the lead-off track from Tim, probably because the title was repurposed as the headline of a harrowing 1993 Spin profile in which Bob muses, “You know, I’d really like to meet myself sometime. I’d probably beat the shit out of myself for letting opportunities go by.” As a quote, it could almost be a Replacements lyric.

31. “Valentine” (1987)

Pleased To Meet Me was the first Replacements album I ever heard, which is why I tend to recommend it as an entry point. I came to them in the early ’90s after they had already broken up — I don’t have precise memories of this, but I suspect I was prompted to investigate by Paul Westerberg’s prominence on the Singles soundtrack, or maybe the video for “World Class Fad,” directed by future comic-book movie auteur Zack Snyder. (Is there a Snyder Cut of the first video from the 14 Songs album cycle?) Given my grunge-attuned ears, Pleased To Meet Me was a fortuitous introduction, as it’s The Mats album with the heaviest guitar sound, along with the most aggressive and relentless snare tone. This song is basically all heavy guitars and aggressive snare tones — I’m not sure if it would register as an actual good song if it had the production value of Tim, but in this guise it just plain rocks.

30. “Kids Don’t Follow” (1981)

Along with the R.E.M. rivalry, The Replacements had a one-sided competition with U2, whose early breakout single “I Will Follow” was answered by The Mats’ first true, furious anthem. Though the star of the show is the very real Minneapolis police officer captured on tape busting up a house party with his heavy, proto-Fargo Midwestern accent. If you can get through that part of the song without instinctively yelling “fuck you!” at the speakers you are a better person than I.

29. “Nobody” (1990)

Another downer from All Shook Down and a good example of Westerberg shifting perspectives in the lyric, so it’s not clear if he’s observing the wedding day or participating in it. This songwriting trick was often utilized by Westerberg to distance himself from the material, though in the case of “Nobody” I’m not sure how effective it is, given the constant self-negation of the chorus. To quote an early ’70s spaghetti western, Paul’s name was Nobody at the time. Though even at this low ebb, his wordplay was on point: “Heartaches, on your wedding day / Double takes when they look my way / Knees quake, there ain’t a shotgun in the place / You like the frosting, you just bought the cake.”

28. “Sadly Beautiful” (1990)

Now here’s the ultimate All Shook Down downer. It also represents another Westerberg songwriting trick, which is switching the genders of his protagonists. In this song, one can easily envision “the face that turned away pale and worn” belonging to Marianne Faithfull, the singer for whom Westerberg initially earmarked the song. When I hear it, I imagine Anita Stinson addressing her son Bob, especially in this verse: “Well you got your father’s hair / And you got your father’s nose / But you got my soul / Sadly, beautiful.” But it also seems pretty clearly to be another song about Westerberg himself, or at least a version of Paul that he was in the process of no longer being.

27. “Shiftless When Idle” (1981)

Is the essential difference between the first Replacements record and the last Replacements (aside from the cranked-up guitars and accelerated rhythms) simply a matter of tone? What comes across as melancholy and depressed on All Shook Down is rousing and carefree on Sorry Ma, Forgot To Take Out The Trash. If you remove the alcohol, add some mournful John Cale cello, and remove Chris Mars’ drums, the following lyric from this song could’ve been on the last Mats record: “And I ain’t got no idols / I ain’t got much taste / I’m shiftless when I’m idle / I got time to waste.”

26. “Takin’ A Ride” (1981)

OK, so this one would have never fit on All Shook Down or any other Replacements album other than Sorry Ma. If Chuck Berry had attended Catholic school in Bloomington, Minn. and witnessed his rock ‘n’ roll future at a Faces concert at the St. Paul Civic Center, “Maybellene” would have come out sounding like “Takin’ A Ride.” Though I suspect that Westerberg also had Vanity Fare’s timeless 1969 bubblegum classic “Hitchin’ A Ride” — which The Replacements later covered — on the brain. In that song, the singer is trying to get home to his baby’s side; in The Mats’ version of the story, Paul wants his baby to ride with him until the car explodes. The fact that Paul — as well as the other Replacements — didn’t actually know how to drive doesn’t undermine the narrative. The car probably would actually explode if he was really behind the wheel.


Please enjoy this video of Paul Westerberg being interviewed in 2010 by a local Minneapolis TV reporter who has no idea who he is. At first, he’s clearly enjoying not being recognized. But by the end, you can tell that he kind of does want to be recognized. It encapsulates The Replacements’ career in two minutes.

25. “Little Mascara” (1985)

A story song about a woman who settles down with a bad boy and then regrets her decision, this ranks as Westerberg most literary song from the Tim era. It’s reminiscent of Bruce Springsteen’s “end of adolescence” songs from Darkness On The Edge Of Town; it could be about the girl with wrinkles around her eyes from “Racing In The Street,” though it’s unclear whether Westerberg liked that record. (He was apparently a Born To Run guy.) Eight years later, Westerberg would foreground this aspect of his writing by positioning his first solo record as a collection of short stories. But at this point, there’s still a youthful vibe to the music, particularly the coda, which is some of the most unabashedly pretty music in The Replacements canon.

24. “The Ledge” (1987)

Unlike Pearl Jam’s future “troubled kid” smash “Jeremy,” this song does not knock you over the head with an obvious, undeniable chorus that hits all of the teen-angst pleasure centers. Instead, it is a relatively low-key character study about a kid on a ledge, with an undertow of dread that’s as relentless as that droning guitar riff. It’s a great song, but it’s hardly an invitation to party with the era’s wildest rock band, which made it a strange choice as a single from Pleased To Meet Me. (The fact that the video captures the band loitering on a couch from 101 different angles certainly didn’t help.)

23. “I’ll Be You” (1989)

Their biggest chart hit, and arguably their best video. (“Bastards Of Young” is a great meta “fuck music videos” music video, but the “I’ll Be You” clip is actually more fun to watch.) Tom Petty famously borrowed the “rebel without a clue” line for “Into The Great Wide Open,” which perhaps should be considered payback for The Mats’ horribly unprofessional behavior as openers on Petty’s Full Moon Fever tour in 1989, when Paul Westerberg night after night openly mocked the headliner from the stage.

A half-baked theory: The “one foot in the door, the other foot the gutter” lyric from “I Don’t Know” was inspired by Petty’s “Rebels,” in which he sings, “Yeah, one foot in the grave / and another one on the pedal.” If true, The Replacements came out ahead of Petty in the theft department.

22. “Portland” (1997)

This apology song about a particularly cataclysmic gig on the particularly cataclysmic Pleased To Meet Me tour is their greatest outtake. (Things apparently got off on the wrong foot in Portland when the dressing-room sofa was tossed out of a window before showtime.) First released on the All For Nothing/Nothing For All compilation, it was recorded during the Don’t Tell A Soul sessions, at which time the chorus (“It’s too late to turn back, here we go”) was excavated for the coda of “Talent Show.”

I’m torn as to whether The Replacements were fools for not including it on the record, or if the ebullient “Portland” would have stuck out on that pumped-up, dispirited record. As it turned out, “Portland” made the most sense as a postscript to the band’s career released six years after their initial breakup. The familiar bravado is there in the chorus, but the humor is more relaxed than usual and is tempered by a grown-up sense of shame. “Predicting a delay on landing / Well I predict we’ll have a drink / Lost my money on the first hand / Got burned on a big fat king.”

21. “Hangin’ Downtown” (1981)

Do you remember what it was like to have absolutely nothing to do for hours on end? I don’t either. That’s why I love this song. It’s a brilliant narrative that evokes the very specific visceral boredom you could only experience between the ages of 14 and 21 in that period of time after the invention of automobiles and before smartphones and the internet. A time when your best options for entertainment were sitting at home and doing nothing or sitting in your friend’s car and doing nothing. “I know it’s better than the TV, and there’s a whole lot to see / When you’re hangin’ downtown.”

20. “Skyway” (1987)

In 2015, my family and I had the chance to move from Wisconsin — the state where I had lived my entire life up until that point — to any place else in the country. The world was our oyster! What did we do? We decided to move to Minneapolis, one of the only places in the world that is actually colder than where we were already living. I partly blame this song. It makes the elevated tunnels that connect the buildings in downtown Minneapolis sound so romantic. Even if, in reality, these tunnels only exist so that the locals don’t die of hypothermia when walking from the office to Quizno’s during the lunch hour. Nevertheless, after all this time, I still romanticize the skyways because of “Skyway,” though I now know that Paul wouldn’t have taken the subway instead, because Minneapolis has no subway.

19. “Never Mind” (1987)

“Alex Chilton” is the explicit Big Star tribute on Pleased To Meet Me, but this deep cut sounds the most like Big Star. It also includes one of the all-time best Westerbergisms — “All over but the shouting” — which was definitely a prescient take on their third to last album, and their final truly great one.

18. “Achin’ To Be” (1989)

While I don’t think The Replacements “should have been bigger,” as fans often claim, their notoriously poor timing really is extraordinary. In 1989, “Achin’ To Be” was the kind of song that many old-time Mats heads dismissed as a wimpy ploy for respectability, a mid-tempo singer-songwriter number more akin to Jackson Browne than the Stones, and a surefire sign they were out-of-step with an alternative landscape now dominated by bands like the Red Hot Chili Peppers, Jane’s Addiction, and Faith No More. But two or three years later, the lightly twangy “Achin’ To Be” would have fit perfectly with the burgeoning alt-country movement, which The Replacements influenced, at the very least, as a model for how to be a flannel-wearing rock band from the middle of the country. What’s funny about “Achin’ To Be” is that it seems to comment on this development ahead of the time — it’s a song about wanting to be great but not really pulling it off, at least not in the moment, because people don’t get what you’re doing right away. “She opens her mouth to speak and / What comes out’s a mystery / Thought about, not understood / She’s achin’ to be.”

17. “Color Me Impressed” (1983)

One of the great “anti-party” party songs. The lyric describes snorting cocaine at a party with Chris Mars while making fun of how everyone else at the party is dressed. Meanwhile, the music sounds like the musicians snorted said cocaine immediately before plugging in. Later on, the title phrase was incorporated into the teen lingo espoused in 1989’s Heathers, starring famous Mats fan Winona Ryder, ensuring that young misanthropes would continue putting down parties well into the ’90s.

16. “Within Your Reach” (1983)

Speaking of teen cinematic classics released in 1989, this song appears toward the end of Say Anything…, as Lloyd Dobler (John Cusack) packs his bags to accompany Diane Court (Ione Skye) on her trip to England. Before he exits the apartment he shares with his sister and nephew, he turns up the volume as Westerberg sings, “Sun keeps risin’ in the west / I keep on wakin’ fully confused.” Cusack suggested the song — essentially a Westerberg solo experiment that stood out even on the wildly diverse Hootenanny — to director Cameron Crowe, perhaps because he saw a link between the idealistic Lloyd and the sensitive part of Westerberg, who (like Lloyd) was once an 18-year-old with no professional prospects who eventually pursued the musical equivalent of a kickboxing career.

15. “We’re Comin’ Out” (1984)

The remaining songs on this list are all taken from the mid-’80s trilogy of Let It Be, Tim, and Pleased To Meet Me, one of the best three-album runs in rock history, which were released at a time when The Mats were possibly the best band in America (and one of the best American rock bands ever). On this track from Let It Be, however, they’re simply a mess, reviving the punk fury of Stink! but with a more playful edge. It’s the musical equivalent of the album’s iconic cover, in which our heroes are perched on the Stinsons’ family roof in a conspiratorial huddle. I think the reason why this cover resonates is because anyone who loves this band sees a version of their own post-adolescent gang in that photo, the group of people you hung with like family after you left your real family and before you started a family of your own. Or maybe it’s the gang you wish you had.

14. “Favorite Thing” (1984)

When I finally saw The Replacements play live at Chicago’s Riot Fest in 2013, they didn’t play “We’re Comin’ Out,” probably because Bob Stinson was no longer around to play his insane guitar solo. But they did play this song, as you can see from the very shaky video clip above. By the time I saw them a second time in Milwaukee, during a more extensive reunion tour in 2015, things already appeared to be heading south. (They went back into hibernation later that year.) But that 2013 gig went about as well as anyone could have possibly hoped. I actually wrote two versions of my review — one professional and measured, the other raving and fanboyish. Re-reading it, I had forgotten how eager they were to please that night. They happily took requests and crafted a setlist that seemed designed to please fans of all their many phases. (Stink! was the only release not represented.) I concluded with this: “Look, I know it wasn’t really the Replacements. Bob is dead, and Chris is alive but inconveniently painting instead of drumming. But these songs deserved to be played live at least a few more times. Because it’s the songs that ultimately matter. This music is that friend from high school who you never lose your connection with.”

I want to go back to there.

13. “Sixteen Blue” (1984)

Of all Paul’s “fear” songs, this is one of the most insightful, exploring teenage sexual confusion with uncommon sensitivity for a supposedly loutish rock ‘n’ roll band. (This theme recurs on Let It Be.) “Brag about things you don’t understand / A girl and a woman, a boy and a man / Everything is sexually vague / Now you’re wondering to yourself / That you might be gay.” But what really hits me in the gut is Paul’s outro guitar solo, in which he invents the entire subsequent career of Drive-By Truckers in about 15 seconds.

12. “Here Comes A Regular” (1985)

Is this the greatest song ever written about alcoholism? It’s certainly the best song ever written about small-town Midwestern alcoholism, starting with the rationalization to drink in the first place: “Summer’s passed, it’s too late to cut the grass / There ain’t much to rake anyway in the fall.” Westerberg could be writing about his father, his future (or even present) self, or any of the walking corpses populating the band’s most famous haunt, The C.C. Club in Uptown Minneapolis.

What’s most disturbing about this song is that it doesn’t feel alive enough to even muster fear. Westerberg is describing purgatory. It’s too mundane for hell; it’s an existence in which life never varies from a fair-to-mediocre baseline, no matter the changing seasons outside the saloon doors. (“You’re like a picture on the fridge that’s never stocked with food” is maybe the best description of this blank mental and emotional state that I’ve ever heard.) This song is a tearjerker, but the tears come not from melodrama, but from personal recognition of this specific culture — in a friend, a family member, or even yourself.

11. “Can’t Hardly Wait” (1987)

To repeat something I’ve said a few times already: I think The Replacements were exactly as big as they needed to be. They were not a band built for superstardom. They are an eminently qualified cult band. But … how was this song not a hit? The most eminently qualified cult band, The Grateful Dead, had a Top 10 hit in 1987. But … this song was somehow beyond the pale? They let Bruce Willis have a hit that year but not The Replacements?? Utterly confounding!

10. “Left Of The Dial” (1985)

Here commences a mini-set of brilliant Replacements songs about outmoded technology. In this case, “Left Of The Dial” only works as a song set in a very 1985 world. Or else you’re forced to ponder a scrappy, hard-drinking Middle American rock band of today writing a tribute to underground music called “Ultimate Indie Playlist.”

9. “Answering Machine” (1984)

Self-described Luddite Paul Westerberg could not fathom saying “I miss you” to an answering machine, which makes me wonder: Does Paul text? I can’t imagine him texting but, paradoxically, his ability to distill complex thoughts and profound emotions into pithy one-liners that stick in your brain forever makes me think he’d be amazing at texting. For instance, if I were to text him about this very topic, I assume he would shoot back with something like, “Try and free a slave of ignorance.” And I would, in turn, immediately smash my phone out of deference.

8. “Alex Chilton” (1987)

Here we have a perfect rock song, and it’s only at No. 8? I must cop to a weakness for Replacements ballads, which populate some of the highest reaches of this list. But, honestly, this is the point where all of the songs are tied for No. 1.

What’s most moving about “Alex Chilton” is its generosity. Alex Chilton and Big Star weren’t yet the revered institutions they are today; this song (which is as catchy and powerful as any by Chilton) had a lot to do with getting them to that place. Now, if only a contemporary band would put out a classic song called “Paul Westerberg.”

7. “Unsatisfied” (1984)

Actually, the Goo Goo Dolls should have done that in the ’90s. There isn’t a more obvious example of a band biting The Replacements’ style, and then becoming way more successful, than that band. All of the Goos’ big power ballads from the Clinton era are in some way modeled after this song. The difference is that “Unsatisfied” fell together quickly, with Paul singing half-written and half-mumbled lyrics as Bob Stinson suddenly materialized on the second and final studio take to play the loveliest and most restrained guitar of his life. The Goos took that vibe, polished it, and ended up with smashes like “Name” and “Iris.”

Paul, at least, claimed to be fine with this. “If we can split the pie down the middle and say, ‘Johnny, you take the money and the fame,’ what does that leave me?” he said in 1999. “The credibility.”

6. “I.O.U.” (1987)

The first song on the first Replacements album I ever heard, Pleased To Meet Me, so I admit to some sentimental bias here. But that aside, this really is one of their best rockers, which the band themselves appeared to acknowledge in the mid-2010s by frequently slotting it as the final encore during their reunion tour. While Bob Stinson’s unpredictable musicality was missed after he was fired in 1986, The Mats really did work well as a power trio on Pleased, and you can hear why on this song. The secret sauce is the prominence of Tommy’s grinding bass, which also functions as a de-facto rhythm guitar blasting away underneath Paul’s lead. Coupled with Jim Dickinson big-sounding, naturalistic production, “I.O.U.” captures the power of The Replacements’ live show as well as any studio track.

5. “Kiss Me On The Bus” (1985)

My single favorite Westerberg lyric of all time is in this song: “OK, don’t say ‘hi’ then.” In just five words, he perfectly captured the nature of Midwestern passive-aggressiveness. “OK, don’t say ‘hi’ then” is I am not worth much, and I accept it … but not really personified.

4. “Swingin Party” (1985)

If you Google the title of this song, the first version that comes up isn’t the gloomy ballad with a slapback beat from Tim, but rather the even gloomier cover from the mid-2010s by Lorde, which turned Westerberg’s most overt song about fear into the snail-paced, goth-kid lament it was always destined to be. Dig deeper and you’ll find Reddit discussions among Lorde fans parsing the meaning of bringing your own lampshade to a party, as donning a lampshade no longer signifies being a party animal like it did in the ’80s. There is other opaque imagery in this song, like the lines about pounding the prairie pavement and never going fishing. But really it all comes down to the money line: “If being afraid is a crime we hang side by side.” That’s a lyric that alienated young people can grasp in 1985 and 2015 and 2085.

3. “Bastards Of Young” (1985)

Let’s finally talk about the most infamous musical performance in SNL history, and why said infamy seems harder to fathom as time goes on. Granted, they look disheveled and they are playing way, way too loud. Yes, they are most definitely intoxicated. And, sure, it appears that Westerberg calls his prog-suited guitarist Bob Stinson a “fucker” before Bob tears into his screaming guitar solo. But the idea that this is a disaster so unprecedented that it kept The Replacements off of television for the next three years seems impossible to understand now. It’s one of the greatest musical performances on TV ever, and an essential visual document of The Mats in their original form not long before it came apart. I honestly don’t know how you can watch it and not be thoroughly charmed. It is, dare I say it, a definitional rock ‘n’ roll performance. Then again, like I said earlier, I also love the first track from Hootenanny, and we’ve already explored the geographical and psychological reasons behind that one.

2. “Androgynous” (1984)

Westerberg’s greatest vocal, especially on the bridge and at the end when Dick and Jane revert to gender normative clothes, a rebellion against their original rebellion, a born contrarian’s ultimate subversion. The point is that, no matter what, they love each other so, which for a band filled with broken men who sought unconditional love in all the wrong places seems like an uncharacteristically hopeful moment of grace. The opposite of fear is acceptance, and that’s what this song offers.

1. “I Will Dare” (1984)

Shortly after writing it, Paul Westerberg declared this song the best he had ever written. He was underrating himself. It’s one of the best songs anyone has ever written. It rivals “Thunder Road” as a “take my hand and let’s find a better world” rock anthem, and ranks with the most purely exciting album openers in any genre. It’s the kind of tune that makes you want to sprint through your front door — I mean literally through the door — and into the street, so that you may hurtle toward an unknown but indefinably better destination.

The thrill comes from hearing this band of dead-enders get over their fear and accept the possibility of transcendence in real time. The self-deprecation comes early:

How young are you?
How old am I?
Let’s count the rings around my eyes
How smart are you?
How dumb am I?
Don’t count any of my advice

But the infectious bounce of the music gets the better of them. “Ain’t lost yet, so I gotta be a winner,” Westerberg gushes. If you take a chance, then I’ll take a chance, he says. Tommy’s bass and Chris’ drums are propelling them forward, literally through the door, and prods these knuckleheads to believe in themselves just once, if only in the space of this song. And guess what? It pays off. By the end, they’re soaring. Their fates weren’t predetermined after all. This shit really was worth recording. Because this shit is the best.

Some artists covered here are Warner Music artists. Uproxx is an independent subsidiary of Warner Music Group.