When The Replacements put out their sixth album, Don’t Tell A Soul, in February of 1989, it didn’t set the world on fire.
One of the most critically acclaimed rock bands of the ’80s, The Replacements (or the ‘Mats, as they were dubbed by fans) were suddenly faced with some of the most hostile press of their career. (Courtesy of Spin: “It’s not just the worst Replacements album, it completely sucks.”) Commercially, the album’s “big rock” sound, pumped up via a glossy mix by industry titan Chris Lord-Alge that would come to be derided by fans and even the band itself, did not turn Don’t Tell A Soul into a significant hit. A modestly successful single, the winsome mid-tempo rocker “I’ll Be You,” peaked at No. 51. Soon, the rest of Don’t Tell A Soul would sink without a trace.
By the following year, the band’s reluctant frontman and genius singer-songwriter, Paul Westerberg, would be recording the seventh and final Replacements studio album, All Shook Down, with a coterie of session musicians. Just 17 months after Don’t Tell A Soul, the band would officially be finished, an impossibly combustible band that finally exploded like a Fourth of July bottle rocket after a contentious concert on July 4, 1991 in Chicago.
The story might have ended there if not for all of the musical activity happening around The Replacements, right as they were falling apart. In May of ’89 — just three months after Don’t Tell A Soul dropped and struggled to make an impression — a Bay Area punk band called Green Day, fronted by a Westerberg disciple named Billie Joe Armstrong, put out its first EP, 1,000 Miles. The month after that, a grunge-pop outfit from Seattle named Nirvana put out its debut full-length, Bleach, with a Replacements-like mix of rebellious youth anthems (“School”), quirky covers of schlocky oldies (“Love Buzz”), and heartfelt and melodic balladry (“About A Girl”).
Something was also happening in the middle of the country. In Illinois, two young, small-town misfits named Jay Farrar and Jeff Tweedy were combining ’80s punk with traditional country music in a way that resembled one of Don’t Tell A Soul‘s best tracks, the lovely “Achin’ To Be.” Their band, Uncle Tupelo, recorded its demo, Not Forever, Just For Now, in ’89, setting the stage for the alt-country movement of the ’90s. Also that summer, down in Atlanta, a throwback rock band called The Black Crowes was making its debut album, the future multi-platinum smash Shake Your Money Maker, with a local engineer named Brendan O’Brien, who would subsequently become one of the era’s top rock producers. Heavily enamored with the sound and image of The Replacements, The Black Crowes immediately succeeded where their predecessor failed, selling more copies of their debut than every Replacements album combined.
Most of these bands would go on to achieve greater popularity and career longevity than The Replacements, in large part because they were able to make their own versions of Don’t Tell A Soul — a down-the-line, mainstream rock album with real connections to the underground — with far greater effectiveness. Meanwhile Don’t Tell A Soul has been downgraded in the Replacements’ story, if not written out completely. Michael Azerrad’s canonical ’80s indie history Our Band Could Your Life caps its Replacements chapter with 1984’s Let It Be, while conventional wisdom suggests that the band’s last essential album was 1987’s Pleased To Meet Me.
An unruly collision of classic rock, bubblegum R&B, and surprisingly “mature” singer-songwriter moves, Don’t Tell A Soul didn’t fit in anywhere in 1989. The album’s slickness seemed expressly designed to alienate the indie fans who loved their early work, while its sensitivity were non-starters for the mainstream industry forces (mainly radio and MTV) pushing Guns N’ Roses and Motley Crue.
But what if, all these years later, Don’t Tell A Soul could somehow be transformed, roughed up and rocked out in a way that always best suited this band, so that the album fit better with the emerging generation of future indie and alt-rock superstars who came up in its wake? That seems to be the motivating idea behind Dead Man’s Pop, a new box set that presents an improved remix of Don’t Tell A Soul, along with outtakes and a full concert recorded in Milwaukee in 1989.
For fans of the original album — or Replacements fanatics who can’t get into the group’s later work — Dead Man’s Pop is a revelation, succeeding in gallantly rescuing a very good collection of Westerberg originals from the bland and dated sound of Don’t Tell A Soul. For newcomers, you might as well start here. Not only to learn about The Replacements, but also about the troubled birth of so much contemporary punk, emo, and guitar-based indie music.
The mythology of Don’t Tell A Soul is that of a potentially great album done in by overly aggressive production, an indie-rock tale as old as time. In an effort to clean the ‘Mats up for radio, Lord-Alge punched up the tracks with various effects, including a generous helping of gated reverb. Other songs, like “I’ll Be You,” were sped up to make them sound more upbeat and poppy. Ultimately, the raw and organic sound The Replacements conjured when they played live was sanitized and gutted, killing their career trajectory in the process.
The truth, as Dead Man’s Pop recounts, is more complicated. For starters, The Replacements didn’t need Chris Lord-Alge to end their career. They were dead-set on sabotaging themselves. As author Bob Mehr writes in the liner notes — which draw heavily from his masterful 2016 biography, Trouble Boys: The Story of The Replacements — the Mats entered the studio feeling burnt-out and battle-scarred from the marathon tour in support of their previous LP, Pleased To Meet Me. After the tour, Westerberg retreated to Minneapolis with a newly purchased four-track machine, and started writing songs in a more personal style not necessarily suited for a notoriously anarchic party band.
“I might have gotten to the point where most of my songs were written for beer-swilling 19-year-old males,” Westerberg told Mehr later. “I wasn’t feeling like The Replacements. I was just feeling like myself for the first time.”
One of the most brutally autobiographical songs from their period, “Rock ‘n’ Roll Ghost,” ended up on Don’t Tell A Soul. Westerberg was staring down his 30th birthday, though playing for a decade in a hard-touring band had likely aged him many years beyond that. “We don’t know until we’re gone / There’s no one here to raise a toast,” he sings. “I look into the mirror and I see / A rock ‘n’ roll ghost.”
While the song was inspired by a friend who took his own life, Westerberg realized later that he was writing about himself. On “Here Comes A Regular” from 1985’s Tim, he had sung about the drunks who haunted the dives in his hometown. But now he envisioned himself as one of the walking dead, a spiritual vacuum desperate to be filled with a greater purpose that never seemed to arrive.
Around this time, The Replacements were also bothered by the success of their long-time frenemies in R.E.M., who scored a Top 10 hit in 1987 with “The One I Love,” and then embarked on a huge arena tour in support of their blockbuster 1988 record Green. Westerberg in particular felt pressure to compete with R.E.M., though this competitiveness brought out the worst in him, making him even less inclined to play ball on a make-or-break album. As The Replacements prepared to decamp to historic Bearsville Studios in upstate New York, with a sizable budget of nearly $300,000, they were (in the words of the album’s eventual producer Matt Wallace) “scared shitless,” and compelled to compensate by acting out.
One of the most fascinating parts of Dead Man’s Pop are the recordings from these original sessions, which were overseen by the album’s first producer, Tony Berg. An established industry veteran who recently produced Phoebe Bridgers’ breakout debut LP Stranger In The Alps, Berg at the time was young and inexperienced. His best-known credit was working as a musical director for Bette Midler. An odd fit for the 1980s’ answer to The Rolling Stones, no doubt.
Berg initially bonded with Westerberg over his progression into more “adult”-oriented songwriting. At Bearsville, however, the band and Berg were at loggerheads. In Trouble Boys, Mehr writes about a screaming match between Berg and Westerberg that occurred after Westerberg drunkenly walked across the studio’s $250,000 console with a tumbler of Jack Daniels in his hand. The fight spilled into the hallway and unfolded in front of Metallica, who were making …And Justice For All at the time. (“I walked away from there like a Civil War veteran,” Berg said later.)
The Bearsville recordings don’t add up to much musically. The band sounds stiff and mechanical, and the tracks lack any real vibe or atmosphere. But their documentary value is considerable, showing exactly how badly even great songs like “Achin’ To Be” and “We’ll Inherit The Earth” can be made to sound weak and muted. Meanwhile, an extremely drunken impromptu session with Tom Waits — is there any other kind? — is pretty much all vibe. While it’s legendary in Replacements circles, these songs are merely curious without being all that musically notable.
Berg eventually left the project after a tense meeting at the CC Club in Minneapolis — the same bar that inspired “Here Comes A Regular” — in which bassist Tommy Stinson admitted that he was intentionally sabotaging the album because he disliked Berg so much. Enter Matt Wallace, another young producer with minimal experience. (His big success in ’89 wasn’t Don’t Tell Soul, but rather the Faith No More hit “Epic.”)
While Wallace didn’t have any Bette Midler baggage, he still was subject to the band’s abuse. Though Wallace could also see that the ‘Mats were ultimately trying to manage their anxiety over the album in the worst possible ways. In the studio, “the caloric ingestion was pretty much all alcohol,” he told Mehr. At one session, they were so soused that Stinson smashed his bass guitar to bits while Westerberg literally lit a $100 bill on fire, a metaphor so on-the-nose for the Replacements’ predicament that it could pass for hacky screenwriting.
During the Wallace sessions, Westerberg came up with some more up-tempo material, including the self-referential album opener “Talent Show,” to balance out the dirge-heavy material they had worked up with Berg. (“Talent Show” also pillaged the chorus from one of the best songs of this era, “Portland,” which was sadly left off of Don’t Tell A Soul but is included on Dead Man’s Pop.) Unlike Berg, Wallace made it a point to make the album sound like a band playing live. But as Soul approached completion, it was taken away from Wallace and handed to Lord-Alge, who set about “correcting” the Replacements’ shortcomings, making them sound like any generic ’80s rock band.
Wallace’s own rough mixes remained tucked away in a box in guitarist Slim Dunlap’s basement for nearly 30 years. But now, on Dead Man’s Pop, they recontextualize Don’t Tell A Soul as a grand last stab that sits more comfortably with the Replacements’ wide-ranging musical progeny from that time. Though even this version of the album probably wouldn’t have set the world on fire. (The commercial ideal of a Replacements album in 1989 probably would’ve been an update of their 1981 debut Sorry Ma, Forgot To Take Out The Trash produced by Bob Rock or Butch Vig.)
As the wonderful concert packaged in Dead Man’s Pop shows, these guys just weren’t any good at being professionals. They’re sloppy, they’re irreverent, they screw up their would-be hits, and, really, who would want them to be any other way? “The truth was, we liked pop music, catchy melodies, and simple songs. But to write real pop music in that era, you were dead. You were makin’ dead man’s pop,” Westerberg explains in the liner notes. Their brand of pop might be dead, but I hope The Replacements keep screwing up forever.
Dead Man’s Pop is out on September 27 via Warner Records. Get it here.
Dead Man’s Pop is a Warner Records release. Uproxx is an independent subsidiary of Warner Music Group.