America's best band is back where it belongs: the garage. After almost a decade of raw, piercing albums about uncertainty and growing disenchantment, the Replacements scored a commercial breakthrough with last year's toned-down, shined-up Don't Tell a Soul. Critics lined up to praise the album before hearing a note, but this is the record the Replacements should have made. Though even mellower than Don't Tell a Soul, All Shook Down nevertheless manages to sharpen the band's edge by doing away with the pointless layers of production that glossed the previous record. The Mats may be back in the garage, but now they're not waking the neighbors.

The acoustic leanings and decelerated pacing of All Shook Down assure that this record is less anthemic than many of the Replacements' previous efforts, but the band has gone from the screams of "Bastards of Young" on Tim to the whispers of "All Shook Down" without losing power. Songs are now presented with a hushed urgency that demands immediate attention. On "Sadly Beautiful" you can hear the pick scraping across every guitar string and feel shivers as guest star John Cale draws the bow over each strand of his viola. Throughout the album, Chris Mars's drumming strikes a rawer note, his drums snapping like fists hitting flesh.

On this outing, the band seems much more comfortable with the direction of Paul Westerberg's songwriting. All Shook Down is, in fact, one of the group's loosest albums; band members laugh between tracks, shout out counts and yell to each other midsong. And if the boys feel at all inhibited by the record's slower tempo, they take out their frustrations on "My Little Problem," a searing rocker in which Westerberg trades banshee wails with Concrete Blonde's Johnette Napolitano and guitarist Slim Dunlap rips a solo that chain-smokes Camels.

Still, All Shook Down is Paul Westerberg's show, and he has always viewed the world with a cynic's eye and a poet's heart. No matter how confident his presentation may seem, he vividly describes the suspicions and misgivings he battles every day. On the poignant "Nobody," for example, he views an old love at the altar: "You like the frosting/You just bought the cake/But your eyes can't fake ... That you're still in love with nobody/And I used to be Nobody."

On All Shook Down, the Replacements retreat to the turf over which they once passionately reigned — however reluctantly — and quietly reestablish themselves as the bards of the basements and bars. Here's hoping they always keep one foot in the door and the other one in the gutter.

“Oh Sherrie”

Steve Perry's girlfriend Sherrie Swafford was actually in the studio when Perry began writing this song--his lone Top Ten hit as a solo act--with two co-writers. The trio began at midnight one night with just "Oh, Sherrie!" and "hold on, hold on." Three hours later, they had a complete song. Swafford, however, had to wait until the next day to hear it. "Sherrie actually got tired and went to bed," Perry said. She also appeared in the video, but their relationship did not hold on for long.