The Replacements’ ‘Don’t Tell A Soul’ Gets the Second Life it Deserves – Rolling Stone
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The Replacements’ ‘Don’t Tell a Soul’ Gets the Second Life It Deserves With a New Box Set, ‘Dead Man’s Pop’

This expanded edition of the indie-rock heroes’ 1989 album comes with a revelatory new mix of the original LP

Dewey Nicks

At first glance, a deluxe, four-disc reissue of the second-worst Replacements album might seem like kind of an odd idea — albeit a uniquely Replacements-y one, utterly in keeping with the Minneapolis punk-rock icons’ gift for subverting even the simplest music-industry rituals to the point of needless self-sabotage. Maligned at the time as a once-great indie band’s unfortunate slide into the depths of major-label malaise, 1989’s Don’t Tell a Soul was, indeed, not much of an event compared to the lunatic racket of albums like their 1984 classic, Let It Be, or even their brilliant (though sonically attenuated) Warner Bros. debut, Tim. As their third LP for Warners and their second to be released after the departure of god-level maniac guitarist Bob Stinson, its polished sound, and frontman Paul Westerberg’s increasing turn toward singer-songwriter craft, struck diehard fans (especially the more-frat-ish sort who valued the ‘Mats booze-engorged myth almost as much as their actual music) as an acutely deflating act of betrayal.

Westerberg was still writing great songs, now mostly on acoustic guitar, many of them vivid articulations of his frustrations with his band’s lack of commercial success. But coupled with the album’s drearily over-considered production, his new work often came off sounding more like self-pitying admissions of defeat than the kind of big gulps of underdog defiance that had made him such an inspirational figure in the underground. It was the sound of a genius and his buddies taking a theoretical approach to the burden of figuring out whether or not they should still keep giving a shit — as true to real life as anything the Minnesota Everyboys ever did.

Two years after Don’t Tell a Soul was released, Nirvana’s Nevermind would prove that the best way to turn punk into pop was to make it sound like metal and sell it to teenagers. As odd as this may seem today, the prevailing music-business wisdom in 1988, when the Replacements began work on Don’t Tell a Soul, was that the music had to be domesticated into a kind of genuflecting Gen-X version of classic rock and pitched toward the younger, CD-buying end of the baby-boomer intelligentsia. As a formerly chaotic band fronted by a undeniably excellent “song poet,” the Replacements were perfect candidates for the VH1 car wash. 

Apologizing for this historical wrong, Dead Man’s Pop — Rhino’s deluxe Don’t Tell a Soul reboot — doesn’t even include the version of Don’t Tell a Soul that was released in 1989. (Rhino reissued that album in 2008.) Instead, this extensive set documents the record’s difficult making, with a disc of demos and outtakes, as well as a 1988 session with Tom Waits (who said he loved the band’s “broken” sound), and a two-disc live set. The jewel of Dead Man’s Pop is original producer Matt Wallace’s new mix of the album, which is closer to his intent than the bigger, slicker sound Warner Bros. got after commissioning the record’s final mix to omnipresent Eighties go-to Chris Lord-Alg, who famously bragged that his technique put records “on steroids.”

Wallace’s mix is revelatory, turning a decent album into a very good one by taking away period stuff like the “gated” drums and “grand reverb”; it lets the songs (and, just as importantly, the guitars) speak for themselves. Claims that the album has been transformed into an overlooked classic are vastly overstated, but there’s a rough, relaxed spirit to the new mix that helps make Westerberg’s industry complaints seem less dour, more conversational and tossed off — like he’s laughing through a long, liquid lunch at a job he’ll probably get canned from in a month or two anyway. “Talent Show” opens with a funny false start, and proceeds with Chris Mars’ loose, endearingly noncommittal drum part into a cute roots-y ode to shrugging off failure. Thanks to new sequencing, the next song is “I’ll Be You,” their last classic anthem. The formerly tepid “Inherit the Earth” now roars out of the gate, and “Darlin’ One,” with its moaning guitars and Tommy Stinson’s wonderful, falling-down-a-well background vocals feeling more present, has an extra sense of last-ditch magic.

Because the mood is not longer so constrained, this also becomes a welcome showcase for Bob Stinson’s replacement Slim Dunlap, a beloved figure on the Minneapolis rock scene whose wise decision not to try to approximate his predecessor’s anarchic glory seemed to underscore the air of forced professionalism on Don’t Tell a Soul 1.0. Now, his playing, especially his country-ish leads on the tender “Achin’ to Be,” ring out with the right kind of tastefully empathetic beauty. As the music breathes a little, longtime fans (many of whom probably haven’t thought much about Don’t Tell a Soul since the winter of 1989) can get reacquainted with the charms of Westerberg’s poppier forays — notably the Jackson 5-influenced bubblegum soul bounce of “Asking You Lies” and the majestic “They’re Blind.” The latter is now slightly slower than it was on the original LP, making a gorgeously forlorn ode to being misunderstood hit even deeper. Seriously, Mr. Wallace, excellent job. Now do Tim.

The second disc on Dead Man’s Pop mainly chronicles early, aborted sessions the band did for Don’t Tell a Soul, at Bearsville Studios in rural upstate New York with producer Tony Berg; and a drunken debacle chronicled vividly in journalist Bob Mehr’s excellent Replacements bio Trouble Boys and in the liner notes here. The results don’t suck nearly as much as one might expect. It’s tragically funny to hear “Achin’ to Be” slathered with “Dancing in the Dark”-style synths, but the acoustic version of “They’re Blind” is heartrending. And the outtakes reveal some keepable moments, like “Portland,” a kind of country update of their 1983 aural DUI “Treatment Bound”; the fun, bludgeoning thrash two-step “Wake Up”; and the shabbily lovely piano tune “We Know the Night.” A happy bash through Slade’s thug-glam stomp “Gudbuy T’ Jane” stands as a happy reminder to the Replacements’ status as ninjas in the fine art of punk-cover dumpster diving. The band’s high-alcohol content session with Tom Waits, on the other hand, is just an awkward curiosity.

Dead Man’s Pop is rounded out by a two-disc live set recorded in June 1989 at the University of Wisconsin-Milwaukee that more than wholly disproves the notion that the Replacements had lost their fire when Bob Stinson was out of the band. Sure, the Don’t Tell a Soul stuff probably didn’t get the college dudes jumping around like “Color Me Impressed” or “Bastards of Young” or “I Will Dare,” but it fits in decent enough. “I don’t hear you fuckers,” Westerberg shouts as the band goes into “Inherit the Earth.” What follows is rock & roll that is more than worth not wandering off to get a beer to.

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