The Replacements: Dead Men Do Wear Plaid

A look inside the new box set celebrating The Mats’ most polarizing album

The Replacements 1989 / Pic remix by Ron Hart

We’ve got a pretty distinct fence here with this box set. On one side, you’ve got the diehards, who’d welcome a bootleg cassette of the band packing up backstage after one of the 2015 reunion shows. They’ll be utterly googly eyed at the prospect of “lost mixes” of a whole Replacements album, plus demos and live tracks. And that session with Tom Waits?! No way!

On the other side, a very loud “Um, what the fuck?!” rising from a 1990 college radio station staff reunion somewhere in a Midwest sports bar.

The general consensus is that Don’t Tell a Soul is the worst Replacements album. (And the best-selling. Ah, life.) The band’s sixth album, from 1989, seemed a glossy, last gasp grope for a hit, featuring a band mired in discontent and drug addiction, released into a radio world that was moving past them already. Shouldn’t this be a rough mix box set of Tim, or a splashy peon to maybe their best album, Let It Be? You pick this one to get the shmancy box set reissue job?

The Replacements Don’t Tell A Soul, Sire 1989

Well, I will attempt to straddle that fence. Let’s avoid the obvious “cash grab” complaint, as there is a large trove of interesting material here. True Replacements fans have been hoping for a proper release of the legendary, quickie, mostly unheard 1988 recording session with Tom Waits that finally appears here. It turns out to be a couple of kindred spirits (of the soul and hooch variety) having a go at some acoustic tunes. During it, Westerberg’s hammered state offers up some drooling asides as to where he was at that moment – somewhere a few miles down the road from “a good place.” No matter, uber-fans would love this if it were just a bootleg recording of Paul and Tom packing up in the studio. I mean, it seems like Tom Waits actually knows the lyrics to “If Only You Were Lonely.” If you were a college radio DJ circa 1985-90, there is something very interesting about that. So while it’s cool these recordings have finally surfaced, it also gives some fuel to the arguments that, say, the Rolling Stones make about why they’ve never had a proper unreleased demos collection. 

But to the main attraction, the “lost mixes” of the original album, Don’t Tell a Soul. Original engineer Matt Wallace has done this remix, based on his 1988 pre-finished tapes which were supposedly found in the back of guitarist Slim Dunlap’s bedroom closet a couple years ago. 

The Replacements Dead Man’s Pop, Rhino 2019

The first taste fans got was the Wallace mix of the opening track, “Talent Show.” Westerberg’s groaning, heard at the start, doesn’t just sound like throat clearing, but a kind of exasperation that reportedly ran through this whole futile era of the band. Intriguing, but when the biggest thing people seemed to be proclaiming upon this song’s release was that you can hear the banjo a little more now, well, it ain’t exactly stumbling onto a finished “Cocksucker Blues.”

That said, I have always loved “Talent Show.” It was a song of metaphorical clarity for Westerberg, desperately trying to reclaim a youthful spirit, casting the band as upstarts in a Top 40 world, sheepishly walking out on an unknown stage, to one of his hookiest songs no less. Seeing them do just that with the song during a live 1989 broadcast of the ridiculous, short-lived “International Rock Awards” show, the band having to change the line, “Feeling good from the pills we took,” to appease the censors – it was Generation X’ bizarre, neutered version of Jim Morrison rolling his eyes skyward while changing his “much higher” lyric on the Ed Sullivan show. 


VIDEO: The Mats at the International Rock Awards, 1989

So whatever its reputation and production missteps, Don’t Tell a Soul starts with two of Westerberg’s best pop songs. But in classic Mats’ fashion – as they stand on the precipice of fame and/or getting dropped – these openers house two extremely honest if pessimistic statements:

“It’s the biggest thing in my life, I guess.” (“Talent Show”)

“If it’s just a lull, why am I bored right outta my skull.” (“I’ll Be You”). 

Fate, meet seal.

If you were expecting a “lost” remix to somehow be a time machine and turn the 1989 Replacements into energized second act hopefuls, that’s a fool’s errand. It’s right there in Westerberg’s lyrics – he’s not sure he even wants to do this anymore, and he’s bored. Now, those feelings can enter your mind in the middle of your band’s very first cross-country tour. But that’s to be expected. Fleeting doubts after a bad show, groaning through a bad hangover, driving through Kansas, etc. But near 10 years into your band, juggling the biggest recording advance you’re ever going to get, and with your label finally trying to get you opening for bigger acts and ponying up for video budgets (just in time for most of the band to not want to show up to either)… well, the phrase “I guess” had best not be in your vocabulary. But I am guessing that’s just what the band said when the final, glossed-up mixes were being completed. 

Let’s not dredge up too much of the Replacements “Checklist of Career-Killing Maladies.” Yes, Bob Stinson’s death sapped some of their potential sonic inventiveness, not to mention familial spirit; they were all a bunch of drunken jerks sometimes, so pissing off the bosses was a foregone conclusion; their odd mix of gooey hooks and punk abandon was always tenuous and conflicted (what made them interesting, if unmarketable); and Warner Brothers never knew what to do with them (not a surprise to any great rock’n’roll band, post-Ramones). You can read all about it in Bob Mehr’s excellent biography, Trouble Boys. Or the well formulated liner notes in the catalog CD reissues of 2008. Or on a million fan forums. Suffice to say, they shot themselves in the foot all the time.

In his liner notes for Dead Man’s Pop, Mehr further claims this newfound mix is the album the band “intended to release.” I never quite understand those kinds of stories. I was in a band, I know tons of people who were in bands. You can always say “No” before an album gets sent to the pressing plant. I believe Westerberg was fine with letting the label gloss things up a bit, or he was fine with just getting the damn thing done already. And the rest of the band was well into deferment mode at that point when it came to Westerberg. 


AUDIO: The Replacements “Achin’ To Be” (Bearsville Demo)

The Bearsville demos (also included and welcomed here) were made months earlier and don’t exactly sound like some rip-roaring punk band that was later reined in by a major label suit. In fact, they’re quite restrained takes, even tender at times. Though the session was reportedly very scattershot and unhappy, so they may simply be, in the very classic sense, “demos,” and in that, interesting to dig into for fans. A stray studio outtake slid in here that stands out, a slop-through of Slade’s “Gudbuy T’Jane,” is something I am extremely happy the rock’n’roll angels guided into existence. A song the band had probably stumbled through during numerous gigs since their inception, it brings a big smile to your face, and from the sounds of their spirited yalping, Tommy and Paul’s too – big, smiley mugs being a rarity at this point in the Replacements’ story. 

Anyway, you know what? Despite the band’s historical “loser” caricature and enduring sad sack obituary, the Replacements had a pretty good career. They got to release seven albums on cool, artist-friendly labels; toured all over, didn’t have to have jobs for 10 years, played SNL, became cult legends before they even packed it in, and had a well-received reunion 15 years after they quit. I mean, if there are a few clunker albums in there, so be it. 

History has a way of making confused, “failed” albums more interesting than their latter day lost/found mixes could ever be (just ask any Johnny Thunders & the Heartbreakers fan, like Westerberg). I’m sure some of this sucked for the Replacements at the time, but the way they and their mid-80s Minneapolis cohorts (Husker Du, Soul Asylum, Magnolias) and a few other bands (Naked Raygun, Squirrel Bait, My Dad Is Dead) created what became over-hyped “alternative rock” in the 1990s, and entered their waning years just as alternative rock was getting huge, is one of the few gauzy music tales us Gen-Xers have to impart. Somewhere, some guy in a faded Wipers t-shirt is telling his eight-year old that theory right now as he shows him his Numero Group Husker Du box set, while the kid scrolls into a Twenty One Pilots clip on YouTube. These are the strange spoils of living through the sunset of rock ‘n’ roll, but they are spoils nonetheless. 

Fact is, the gloss that was ladled over Matt Wallace’s admittedly more punchy takes were not only major-label expected, but they weren’t a wholly bad idea. The band was ready to call it a day anyway, due to drug problems, lack of chart action, and general exhaustion from being one of the busiest, drunkest bands in the country for seven years. The only thing that was going to tape this crew back together was a massive influx of hits, attendant moola, and a possible year or two of some fame, which at best would’ve included drunken interviews on the Joan Rivers Show, a few TVs thrown out hotel windows, and a couple Christy Turlington dates before someone went into rehab. 


AUDIO: The Replacements “We’ll Inherit The Earth” (2008 Remaster)

Sometimes, bands just end. And the Replacements ended around the 00:15 point of the third song on Don’t Tell a Soul, “We’ll Inherit the Earth.” At least on the original album, where a sort of pointless synthy/guitar clanging intro then a few acoustic guitars drift in while drums drop out, definitely deflating a song that in this set’s remix does kick harder. And the more upfront, trashy guitar riff helps too – throughout this whole mix in general. But at that 1989 moment, the attempted, reverbed production dramatics – of the kind that might’ve made sense on a forgotten “AM gold” hit that Westerberg sang under the covers 20 years earlier – fit the dramatics of that preening “slacker” anthem. Ironically, as far as the college radio crowd then, keeping the song driving and distorted – as Wallace’s mix here does – would’ve been the way to go. This would not be the first time a major label made a mis-timed decision on what makes for “palatable.” 

Back in his 1989 dorm room, that 00:15 point was where my good pal pulled the album off the turntable and threw it at a wall. Us uber-fans – who only about a year earlier waited around an emptying theater in Kent, Ohio for an hour so we could say hi while the Replacements gathered their equipment off the stage – were now decrying the band. I talked my pal off the ledge (pun intended), and luckily the record wasn’t cracked. That didn’t really matter, because it wasn’t played much after that first spin. And in fact, said friend has come to believe the majority of the Replacements’ catalog has not held up well.

I wouldn’t totally agree. The thing about Don’t Tell a Soul was that, production aside, it’s best songs weren’t matched with rocked-out filler (a common critique), but just under-baked genre attempts. One of the most derided, “I Won’t,” really benefits from the new, skimmed back mix, letting Westerberg’s scraggly vox and garage-abilly riff fall about better. “Asking Me Lies” though? Still cheesy. But take “Achin’ to Be.” There’s isn’t much difference between this new mix and the original. The song is so well crafted and written, it’s fairly left alone in a manner that would be fairly well executed on the Replacements next, final album, All Shook Down, a defacto Westerberg solo album that shuffled along with no apologies for its defeated mood. If Don’t Tell a Soul was the band making one last, half-baked knock on the suits’ 21st floor office door, All Shook Down was the band looking up at the skyscraper, and choosing the bar across the street.   

But should you be left with the impression the Replacements were all but dead at this point (and the questionable title of this box set starts that debate), check the live show here, at the University of Wisconsin on June 2, 1989. This, as is often the case with a great rock’n’roll band, is where redemption occurs. The Replacements’ general rep is that you might either catch a great show, or more likely a sauced, goofy covers-filled mess. This show is decidedly the former, a loud, fast, fun set, packed with fan faves and a few from Don’t Tell a Soul that make the case that these songs aren’t as bad as history has said. As Westerberg says at the start of “Back to Back,” “Ok, we’ll try this one,” and then proves it to be a better rocker than its album try, guitars looping around in a simultaneously fun and heartbreaking manner.

It peters out a little towards the end, but overall, this is one of the few recordings I’ve heard that show a road-tightened Replacements playing like a band that, rather than feeling like they’re bored or guessing, are working at that last gasp grope. 

Feb 1989 issue of Musician

The second live set here is more in line with traditional Replacements gig forecasting, full of lyric improv and covers. During “Can’t Hardly Wait,” Westerberg says something about being “uninspired and tired,” and while his constant vocal trailing through the set sometimes shows that, the band plays with some real umph through most of it, and it’s a solid live recording.

In line with the recent amazing Ramones reissues on Rhino, the set comes in a really nice hardcover book, with copious liner notes and unseen photos. The new remix of the original gets the vinyl and CD treatment, and the various demos and live shows span three more CDs. 

So okay, it’s not Tim demos. Hell, it ain’t even an expanded Boink! But, it is too hefty (58 of 60 songs previously unreleased!), too weighted with mythology, and simply too fancy to dismiss. Dead Man’s Pop is enough to make even my old pal pause to choose which side of the fence he’ll throw it at. With time comes reflection, and box sets. 


AUDIO: “Alex Chilton” (Live at the University of Wisconsin)


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Eric Davidson

Eric Davidson is a freelance writer from Queens; singer of New Bomb Turks; author of We Never Learn: The Gunk Punk Undergut, 1988–2001, and former Managing Editor of CMJ. Follow him @lanceforth.

2 thoughts on “The Replacements: Dead Men Do Wear Plaid

  • September 26, 2019 at 5:51 pm

    Great read, though it was Mick who rolled the eyes as he morphed spending “the night” to “some time” on the Sullivan Show. Mr. Mojo did his thang with “Light My Fire,” sang what he already had on the platter.

    • February 23, 2021 at 3:54 pm

      Oh yeah, sheez, got my memories mixed there, ha. But Morrison did his share of eye-rolling.


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