Album Review: The Replacements’ ‘Dead Man’s Pop’

A new box set reveals the true heart that got buried in the three-decade-old "Don't Tell a Soul" album.

New Replacements Box Set Uncovers Fresh Layers in a 30-Year-Old Album
Courtesy of Rhino

If you buy just one boxed set that came out on the 50th anniversary weekend of the Beatles’ “Abbey Road”… well, try not to burden yourself with such foolish limitations, if you can help it. Because that particular commemorative edition is essential, sure, but celebrating the quintessential band of the ‘60s shouldn’t blot out awarding equal-time honors to the Replacements, “the last best band of the ‘80s” — as Musician magazine controversially (and correctly) dubbed them in an infamous cover line. Their rock ‘n’ roll ghost is being exhumed with “Dead Man’s Pop,” a 30th anniversary salute to (or, really, reclamation of) 1989’s “Don’t Tell a Soul,” and it’d easily stand as the crucial rock boxed set of 2019 if another foursome hadn’t provided stiff same-day competition.

What “Abbey Road” and “Don’t Tell a Soul” have in common is that they represent a commercial peak for both groups. Beyond that, the respective stories of the albums diverge radically. (And not just because, sure, 90 percent or more of contemporary readers coming across this headline will never have heard of “the Mats” … we do take that as a given.) “Don’t Tell a Soul” actually gave the band their one mid-level Hot 100 single in the form of “I’ll Be You” and became their top seller, but it’s probably every fan’s fourth- or fifth-favorite Replacements album — almost without fail, really, no matter which three or four they place ahead of it. But there’s a pretty good chance this box set will move it up to, like, No. 2 — no matter which sentimental favorite you’re still going to place ahead of it. Mind you, though, it’s not “Don’t Tell a Soul” as released in 1989 that’s going to magically move up in fan estimation; it’s the equivalent of a “director’s cut” that serves as the centerpiece of this box — a new (old?) “Matt Wallace mix” that’s achin’ to be your new fetish.

“Don’t Tell a Soul” was very arguably the best single collection of songs ever written by Paul Westerberg, very arguably the best writer of his micro-generation. But its low-ish rung on the pre-Metacritic ladder is due mostly to the deep compromise represented by Chris Lord-Alge’s final mix of the album, which made the LP sound a little bit dated even in ’89 — think tons of reverb, and a pounding thud designed to force it onto FM radio, whether FM radio wanted it or not. It mostly fell a little on the wrong side of the thin line between sonically aggressive and assaultive, leaving too little sense of the phenomenal punk band that was amid all that obfuscating echo. It’s not as if an air-clearing remix would suddenly turn “Soul” back into a punk record — by ’89, the focus was turning much more to Westerberg as a “mature” writer — but it can, and does, restore a sense of the Replacements as a crackerjack unit even as it makes better sense of all that previously muffled songcraft. The newly spit-shined album kind of feels like the ideal nexus of the band as rowdy pros (or professional rowdies) and Westerberg as a grown-up.

The copious liner notes by the set’s co-producer Bob Mehr (adapted from “Trouble Boys,” his excellent biography of the group) make it clear that transcending adolescence was always a nervous thing for this group, and in particular Westerberg. On the one hand, he was courting sophistication in new and improved ways with his balladic writing. On the other, the band was still behaving so drunkenly that, as the legend goes, their behavior actually scared Metallica. But they weren’t just choosing between an extended childhood and civilized behavior; in the wake of the success of the previous album’s “Alex Chilton,” and under the watchful eye of a Warner Bros. looking for some coin three albums into their investment, they were being asked to pick between indie glory and some success on the right of the dial.

With “Dead Man’s Pop,” we now have, essentially, four mostly complete versions of the “Don’t Tell a Soul” song lineup to compare and contrast. Not included as part of this box is the original, 30-year-old release, produced by Wallace but given its final stamp by Lord-Alge. The key attraction here is the full alternate version of the album, not only produced but this time mixed by Wallace, based on the version that he finished and turned in in ’89 before the record company shipped it off to Lord-Alge instead. Then, for something close to yet another alternate version, a “rare & unreleased” disc includes nine tracks that were recorded over 10 days with the album’s original producer, Tony Berg, before they took up with Wallace instead. So where do we come up with a fourth version, more or less, of the album in question? For that, look to this set’s inclusion of a two-disc live album, most of it also previously unreleased — “The Complete Inconcerated,” which includes concert renditions of nine of the 11 “Don’t Tell a Soul” tracks amid the 29-song set.

There are other bonuses, besides the chance to hear “I’ll Be You” in more arrangements than ever thought possible. The “rare & unreleased” disc includes some Westerberg originals that never made it to the final album. “Portland,” a semi-balladic mid-tempo tune very much in the spirit of “Don’t Tell a Soul,” was released on a compilation in 1997 and is probably the most celebrated of the known outtakes from the album. But the real gem might be “Wake Up,” a direct descendent of the band’s punkier “Sorry Ma, Forgot to Take Out the Trash” days; however out of place this two-minute corker might have seemed if it’d made it to “Soul,” it’s a good reminder of why the Replacements are beloved by next-gen pop-punk groups like Green Day. The outtakes that satisfy the greatest archival thirst, though, are a ramshackle collection of duets with Tom Waits. The legend joined the group for a hard-drinking night in the studio that didn’t result in anything releasable — other than the previously heard, Elvis-aping B-side “Date for Church” — but is fascinating just as a chance to hear Westerberg and Waits make each other laugh as they free-style lyrics on songs neither of them seems to know well.

The complete “Inconcerated” alone is worth the price of admission. Five of the 29 tracks appeared on a promo CD of that name at the time, and it was worth staying alive for an additional 30 years just to find out that the rest of the show was as grandly played and recorded. It captured the Replacements in a peak moment: as much as they might’ve made fun of “the ladder of success,” they had the confidence that comes from being poised to get to the top rungs; they had Slim Dunlap newly in as lead guitarist, which still allowed the shows to feel dangerous but less likely to have the wheels come off the car; and they had a song catalog to draw on that now included pretty much their full run of individual masterpieces. We’re on record as saying that “For Sale: Live at Maxwell’s 1986” — a recording from the Bob Stinson era which came out just two years ago — belatedly turned out to be one of the greatest live albums of all time. But “Inconcerated,” finally heard in toto, sure gives it a run for its money.

When it comes to the various studio versions and mixes of the “Don’t Tell a Soul” material, chances are that the “Wallace mix” will be the version you put on in the future — although, truth be told, there are some elements of the Lord-Alge mix that work and might even be preferable, maligned as it is. It’s just about indisputable that “I’ll Be You” would never have become a radio hit if the Wallace mix had come out; it needed Lord-Alge’s I will-pump-you-up punchiness. (If you want to hear a really bad version of the tune, look to the first one they cut with Tony Berg, which chugs along like a car running on empty and has a synth line lending a soul-sucking ‘80s undertone to the whole thing.) In Wallace’s hands, the whole thing seems a little less forced and a little more relaxed — which maybe is also to its detriment in “We’ll Inherit the Earth,” which lacks tension in this newly released version. (In that case, the best rendition might actually be the one produced by Berg, as Westerberg hysterically raises his voice in the chorus in a way he never did later.) But in just about every other instance, the Wallace mix feels much more comfortable. That’s true with the opening “Talent Show,” which benefits as an overture from having a more acoustic, almost Americana feel. Is that an actual banjo in the mix now? Yes, it is! It’s definitely true on the one really bratty song on the album, the quasi-rockabilly stomp “I Won’t,” which doesn’t sound like it was recorded in a bad bathroom anymore. And it’s quadruply true on the record’s trio of romantic songs, which have come out of their confused ‘80s power-ballad haze at last.

Three of the “Soul” songs established Westerberg as a serious venerator of women, and the ladies who swooned to them 30 years ago may be subject to an additional case of the vapors now. “Achin’ to Be,” “Darlin’ One” and “They’re Blind” all seem to describe an artistic, misfit femme who is “thought about, not understood” but seems scheduled for some kind of redemption — “your time has come” — if only via the singer’s own appreciation. His I alone get you attitude is an intoxicating come-on. And does it matter if he might really be singing these to himself as much as any love interest or counterpart? The Replacements’ other songs had largely turned a sense of rejection into a knowing joke of imminent or perpetual failure and pride in effing up. To get serious about his own ambition and uncertainty, maybe, Westerberg had to resort to the punk-unapproved love song form. Or perhaps he really was that smitten by another. Whatever the case, the waltz-time “They’re Blind” now fully reveals itself here as his most beautiful and haunting song.

Things never went the Replacements’ or Westerberg’s way quite as much again after this 1989 moment of cracking the Hot 100 and going out on Tom Petty tours and making prime-time TV cameos. The band broke up after one more album, revived only for a 2015 reunion tour that sounded terrific and apparently filled Westerberg with as much self-loathing as any brush with popular success did. His solo career, which began with some promising singer/songwriter albums and the “Singles” song score, eventually disappeared into a rabbit hole of weirdly released home recordings and reclusiveness. There’s a moment in “Talent Show” in which Westerberg half-ad-libs, “We might even win this thing, you never know” — but most of the time, the band’s whole appeal was predicated on them being F-ups and sad sacks just like you or me.

So how do the fans that all but lived for the Replacements in the ‘80s feel now, knowing that the group’s legacy is fixed in time, and that not the whole world remembers them as the Beatles of their era? To quote one of Westerberg’s best loved songs: “Unsatisfied.” And also very, very proud.

The Replacements
“Dead Man’s Pop”