Big thanks to Connor Dinnison for sharing his article on Dead Man’s Pop on this site – enjoy!
The Replacements Come Alive!
A behind-the-scenes peek at Dead Man’s Pop, a 4CD/1LP boxed set of expanded/remixed Don’t Tell a Soul era material by the Replacements, with co-producer Bob Mehr and mixing maestro Matt Wallace. Dead Man’s Pop is out Friday, September 27 via Rhino Entertainment.
In a 1989 video interview with Kurt Loder for MTV, Paul Westerberg of the Replacements, a mischievous twinkle in his eye, says, “We’ve matured,” and draws a Pinocchio nose out from his grin-smeared mug. “I guess that makes us Fabian,” he cracks, joking too that pop music had entered some kind of nauseatingly twee “Paul Anka phase.”
In theory growing up means (or meant) laying waste to the razzle-dazzle of youth, means assuming some semblance of poise. In practice, at least for the torchbearers of a particularly defiant brand of rock ’n’ roll, it also presumes a kind of submission, to circumstances, to “the suits,” to one’s liver. To punk partisans of a certain stripe, however, growing up is giving up. It’s the curse of Cain. The very kiss of death.
A hard core of the Replacements’ fandom consistently ranks their seventh record Don’t Tell a Soul well below the messy, flash-in-the-pan brilliance of Let It Be, the anthemic and tender Tim, even the group’s sedate and arguably toothless swan song All Shook Down. They’d sold out, fans said. They’d lost their edge. And, its most vocal critics wondered, what’s with the mix!?
Author Bob Mehr, co-producer–along with Jason Jones, Director of A&R at Rhino Entertainment–of both the upcoming Dead Man’s Pop boxed set and its predecessor (The Replacements For Sale: Live at Maxwell’s 1986, released in 2017), acknowledges the sentiment, conceding that fans to a large extent felt “there was something amiss with that record.”
Its fabled origin story, documented in lurid detail in Mehr’s exhaustive (and sublime) Trouble Boys: The True Story of the Replacements and enlarged in his meticulous liner notes for Dead Man’s Pop, hinges on a decision–made mostly at the behest of Sire Records–to swing for the fences. Ever the feckless fatalists, to court success at the expense of complete creative control was anathema (and, undoubtedly, moronic) to a band that majored in the pathos of self-sabotage. But songwriter and guitarist Westerberg was newly wedded and nearing thirty, and there were indications that for the Replacements–a decade in the making–the wheels were about to come flying off.
But breaking up, as Neil Sedaka observed, “is hard to do.” Despite his cultivation of the “lovable loser” shtick, Westerberg was–to the contrary or, like a true contrarian, also–competitive, hungry for the limelight and tired of pretending otherwise. He wanted the bonafides of R.E.M and an “Orange Crush” of his own. And he openly reveled in the fact that the Replacements had outlasted so many of the punk groups (X, The Effigies, Seven Seconds, etc.) they’d once played second fiddle to as the opening band. Obsessive chroniclers of ‘Mats minutiae will recall, too, that at Minneapolis’ Longhorn Bar in the summer of 1980–their first performance (according to The Replacements Bible) as a band–they debuted with a song called “I Wanna Be Loved.”
“It’s almost embarrassing not to have had [a “smash hit”] by now,” Westerberg admitted to Ralph Heibutzki in a 1993 story for Goldmine. What’s laughable is the thought of the future Grandpaboy penning a record in the vein of The Joshua Tree or Slippery When Wet, but, hell, why not a set of catchy tunes to unseat rivals Peter Buck & Co.? In the throes of what Mehr calls a “spiritual hangover” from a debauched world tour in support of Pleased to Meet Me, Westerberg ensconced to the basement to do just that, emerging with the raw ingredients of what would become Don’t Tell a Soul, or Tit for Tad (in honor of Tad Hutchinson of The Young Fresh Fellows) if, as Westerberg tells Mehr, they hadn’t “chickened out.” The ‘Mats–in fine Anka fashion–would, of course, do it their way.
Enter Chris Lord-Alge. With a resume that reads like the Billboard charts of the 1980s and ‘90s (Carly Simon, James Brown, Tina Turner, Faith Hill, Green Day, Jewel, etc.), he was drafted to dress Don’t Tell a Soul in the trendy sonics of FM radio circa 1989. The record was “designed to be contemporary,” says Mehr, “and it succeeded in [being] that to an extent.”
The record’s producer Matt Wallace admits as much, acknowledging, “[Lord-Alge] is a kick-ass mixer” who “did what he was asked to do” and “made those songs stand up and bark and call attention to themselves.” His mix sounds like the album art–claustrophobic, shadowy, solemn. Adult-ish. The Wallace (“indie guy”) to Lord-Alge (“pro guy”) hand-off, lambasted by many a rock purist, was a leap of faith for a band with little to lose. But it wasn’t very “punk.” Ultimately, the Replacements, in adopting this alleged soul-sucking formula for rock record-making, were, Mehr suggests, “the pioneers that got the arrows.” And how! “Coincidentally,” he adds with a hint of irony, “[it’s exactly] what Nirvana did a few years later with Nevermind.”
But the diehards were adamant. “At the time, when the mixing of Don’t Tell a Soul was completed,” says Wallace, “I had numerous musician friends who were rabid fans of the Replacements and each one […] accused me of ‘ruining the Replacements.’” It was “too slick” and the songs were “too pop,” he recalls them saying, and “it just ‘didn’t sound like a Replacements album.’” Wallace, himself a longtime ‘Mats fan, was “gutted.” Here, or so it seemed, was some kind of critical consensus that Don’t Tell a Soul, well, sucks. As one member of the band’s online fan forum revealed, “[It] almost undermines the legacy of this band in my eyes.”
Perhaps they’re blind. Don’t Tell a Soul, which peaked at #57 on the Billboard album charts, has, according to the documentary The Replacements: Color Me Obsessed, sold 300,000 copies since its release on February 1, 1989. That’s approximately 78,000 more than the universally lauded Let It Be. Like it or not, the record is a veritable unit mover.
Its sole single, “I’ll Be You,” even crashed the airwaves of commercial radio, scoring the band their first #1 hit on Billboard’s Modern Rock chart, throwing elbows for fourteen weeks with the likes of Elvis Costello, XTC and Lou Reed. Rolling Stone’s Ira Robbins called Don’t Tell a Soul “audacious” and “quietly powerful” and blessed it with four (out of five) stars. And Chris Willman of the Los Angeles Times laid it on thick, calling Westerberg’s songwriting “truly romantic” and “almost weepy,” goading fans to “ignore the title instructions.” Even Dave Minehan of the Neighborhoods (and perennial axeman on past Westerberg jaunts and recent reunion tours) has, according to Westerberg, called it his favorite ‘Mats record “by far.”
Still, for some devotees the sense that the boys were growing up–moving on with or without them, and for the worse–was palpable, and insufferable. As rock critic Robert Christgau, former editor of The Village Voice, said of Don’t Tell a Soul, “At its best […] it sounds like old times.”
Thirty years on, it sounds even more like the “good old times” of yore thanks to a loving act of “audio archaeology,” as Wallace calls it, to present the album in a form more akin to the original vision of the band, i.e. a re-mix or reimagining. Call it Don’t Tell a Soul Redux, if you will. Initiated by Westerberg in 2015, he found a champion of the project in Mehr, who, in his research for Trouble Boys, “almost by default […] became kind of a half-assed archivist” of Replacements ephemera and lore.
It started–as great adventures do–with a phone call, and Bob “Slim” Dunlap, for whom Don’t Tell a Soul was his debut as an official Replacement (of lead guitarist Bob Stinson), is to blame (or thank). Intimately familiar with the band’s appetite for destruction, he’d quietly pocketed reel upon reel of tape of the recording sessions at Cherokee Studios in Los Angeles and Prince’s Paisley Park in Minneapolis in the fall of 1988. Buried within was Wallace’s “lost mix,” a document of the record-that-could-have-been, hammered out in an afternoon knowing Chris Lord-Alge was soon to assume official mixing duties. Lost, that is, until Dunlap’s wife Chrissie dialed Mehr with news of a basement discovery coated in dust. “What should I do with these?” she asked. Before you can say “Mexican bat mitzvah” Mehr was on a plane to the Twin Cities.
“Wow. It was pretty clear that there’s a whole different album here,” says Mehr. Here too, he wagered, was the successor to For Sale: Live at Maxwell’s 1986 and a golden opportunity to revisit “one of the few wrongs in the band’s career that they wanted to right,” something Westerberg, says Mehr, had “lamented” over the years. “Their legacy,” he argues, “is too important to be neglected.”
But, Mehr adds with a knowing laugh, “[The Replacements] are not the most active stewards of their own catalog. That’s just not their nature.” Nonetheless, Westerberg’s blessing to realize the project came earlier this year and Mehr reached out to Wallace with the news. “[Westerberg] knew what we intended to do with this, and what it was,” says Mehr. “He let Matt be his hands and ears on it, on the mix side.”
“Typical of Paul and the ‘Mats, you don’t want to speak too directly at someone or to a particular challenge,” says Wallace. “You have to kind of breathe and whisper ideas into the air and hope that the summer wind might carry them toward a receptive ear, brain and heart.” Bless the weather, then, that brought the ‘Mats back to Matt Wallace. “For me,” he admits, “[Don’t Tell a Soul Redux] was the project of a lifetime […] to be able to go back and complete an album in the way it was originally intended.”
Where the Lord-Alge mix is all wooly obfuscation and two-dimensional restraint, if not benignly pleasant, Wallace’s interpretation is a revelation. It’s as if he’s given the master tapes an acid bath, dissolving thirty years of dust and grime to finally shine a light on the hidden heart of the record the Replacements intended to release in 1989, but, because of industry intervention and the pop politics of “hit-making,” could not. In the spirit of his work on Westerberg’s 1993 solo effort 14 Songs, where–in conversation with Mehr for a 2004 piece in Harp–Westerberg confessed together they’d “see how much we could take away before it collapsed,” Wallace presents the band on Dead Man’s Pop as the inheritors of–truly–classic rock: a sound, like author Emmanuel Carrère’s idea of “perfect grace,” that consists “not in exterior ornamentation of the substance, but in the simple fitness of it’s form.”
“You can really hear the band playing and laughing and breathing and performing,” says Mehr. “You can really hear the live drums, you can really hear the guitars.” Gone is the cavernous, saccharine and effects-laden template where, Mehr notes, “everything is kind of squeezed to the middle.” In its stead, says Wallace, is an honest attempt “to capture the sound and fury, the hazy vision, the underrated musicianship, the rough-edged charm” of the band, unadorned, warts and all. It’s an excavation “back into the past to the point of inception, the moment of inspiration, the second the band changed the electricity in the room.”
And electric is the mot juste. The guitars, often panned hard to the left and right, crackle and scream with incredible fidelity. Says Wallace, “All the guitars sounded ‘punchier,’ ‘rawer,’ had more muscle and basically had more of an ‘attitude’ in their original audio state and I definitely went more in that direction.” Westerberg’s vocals, at times theatrical and unhinged or betraying a world-weary defeatism, finally penetrate the instrumentation. Every pained and raucous inflection is stripped naked. Chris Mars’ dogged work behind the kit, too, now pulses with a wabi-sabi dynamism previously tamed under a “bonehead-sounding snare and kick,” says Mehr, as on “I Won’t.”
“About 70-75% of the drum ambience on Redux is Chris’ drums, in the room, with overhead microphones as well as room microphones,” says Wallace. “[Paul] and I discussed the idea of mixing the album so you couldn’t tell if it was mixed in 1970, 1990 or 2010.” To his credit, Don’t Tell a Soul is no longer orphaned in late-‘80s purgatory. His mix is, without a doubt, the most natural and truthful entry in the band’s storied discography.
“I just went for a lot less ‘goo’ on the instruments,” Wallace admits. “I didn’t use any gated reverb (popular in the ’90s), no chorus on the guitars and generally minimal reverb and delay. My main approach was to try and not ‘get in the way’ of our original intentions when we recorded these songs.” It’s the ‘Mats, no longer the avatars of their label’s pop dreams, at their most human and–refreshingly–sincere.
In reality it’s also not the “parody record of a hit record” that Dunlap once crowned it, but simply–by cracky–a hit record. “I’ll Be You,” in its Lord-Alge costume, still soundtracks many a stroll through grocery store aisles. Its Wallace-honed siblings deserve, at minimum, such a fate. We live, after all, in an age where “selling out” is not as problematic for artists as in the fin-de-siecle pessimism of 1989. As Westerberg reveals in Mehr’s liner notes, “to write real pop music in that era, you were dead.” Perhaps. But with thirty years of D.O.A. manufactured radio trash in the rearview, Don’t Tell a Soul, birthed with the most primitive tools of rock ’n’ roll, does sound like real pop music. And now–in its trim new getup–it sounds alive.
And gearheads, take note: it all transpired in a computer at Wallace’s Studio Delux in Van Nuys, California. “The entire mix was done ‘in the box’ on my Pro Tools system,” he says. “No re-amping, no outboard gear, just using the simplest and most basic plug-ins possible, such as Bomb Factory, McDsp, etc. I didn’t want to get caught up in all the frilly sonic possibilities of modern mixing equipment and techniques. I wanted to pretend that my Pro Tools was more like an analog console with normal analog limitations.” Turns out the project was a veritable snake pit of limitations.
“I had to totally start afresh,” says Wallace, “as the original rough mixes were done on an analog board, actively moving faders, quickly setting EQ and none of it was recorded to be replicated. Back in the ‘olden days,’ what you did was what you did and it is exceptionally difficult to replicate exactly.” What he did in 2019 was, “in effect, mix the first version of Don’t Tell a Soul that the band and I were happy with prior to the record label wanting changes, such as additional overdubs, having songs sped up (“I’ll Be You” and “They’re Blind”), etc.” Plus, Wallace reveals, “Because the lead vocal was, I believe, lost due to the B-reels having been lost, I had to reconstruct it for the mixes.”
Look no further than “They’re Blind,” unlikely recipient of the record’s most thrilling transformation, for proof of the pudding. Floating on a bed of divine distortion and stately piano fills, an aching new vocal take, searing barroom guitar solo and subtle percussion (played by Wallace himself thanks, again, to a lost B-reel that, he says, also contained guitar and vocal overdubs, a Mellotron track and the original drum take) have turned the tune into something indescribably enchanting. It sounds and feels now like the emotional anchor of the album, an unsung showpiece of Westerberg’s sui generis chops as a songsmith.
Take “I’ll Be You,” bumped to its proper home on the A side of the record. Its “Gasoline Alley” twang and twinkling honky-tonk piano now feel like essential counterpoints to the song’s incessant power pop riffing. Airtight and gristle-free, it makes for a thrilling transition on the heels of the loosey-goosey opener, “Talent Show.”
Or “Darlin’ One,” (sadly) no longer the triumphant fist-pumping closer but a regal coda to the largely untouched, melancholic romp of “Achin’ to Be.” Mars’ martial waltz, pushed to the fore, swings and, more than ever, gives shape to the amorphous swarm of satisfyingly odd (and oddly emotional) guitar licks that haunt the song like wailing banshees.
And, of course, Wallace’s Redux now bows out with “Rock ’n’ Roll Ghost,” a fitting reinvention for a record saddled with doubt and a sense of finality. Structurally it’s much the same if not, um, ghostlier and ripe for an extended fade-out thanks to a gently loping and repeating Sting-esque fill in the left speaker that hints at the record to come.
Such smile-inducing surprises abound on the 60 tracks (a horde of unreleased outtakes, recordings from the legendary Bearsville sessions with producer Tony Berg and the full 29-song Inconcerated Live set, originally released as a six-track promo) of Dead Man’s Pop. But it’s the main attraction, Wallace’s eleven reworked tracks (or was it twelve? Mehr says an early tracklist once included the Tom Waits collaboration “Date to Church”), that breathes new life into a relic once consigned to the dollar bins of Tower Records and Hastings.
In its new incarnation it begs for a long overdue critical reevaluation, especially from fans still harboring a lingering sense of betrayal. The Redux won’t heal the blind and lame, but dammit if it isn’t a potent reminder of how singular the Replacements really were amidst the hair and leather of the “greed is good” decade. They coulda been huge. They shoulda been huge. Whatever the reception, Wallace considers it, personally at least, a highlight of his career behind the mixing console.
“What a thrill to have been able to work with the Replacements back in 1988 and it is, yet again, to be able to push up the faders and hear their spirit, their verve, their chutzpah, their essence, their charm come bursting through the speakers here in 2019,” he says. “I’m a lucky fellow.”
Physically, too, Dead Man’s Pop is something to behold, thanks in no small part to Mike Joyce of Stereotype Design in New York City. According to Mehr, “He did an absolutely beautiful job coming up with the new cover, designing a sleek and elegant package and really integrating all the images and ephemera we found into the booklet.” And thanks to co-producer Jason Jones, the 500 fans who pre-ordered the (sold-out) boxed set direct-to-customer from Rhino’s website stand to gain the most; included in their package is a limited-edition cassette of select songs from the set–and two unreleased alternate outtakes–featuring the original, unused artwork of Don’t Tell a Soul.
“Funny thing,” says Mehr, “if you look at the cover of Keith Richards’ 1992 album Main Offender, the design is almost exactly the same as the unused Don’t Tell a Soul cover, and the photo of Paul on the original Don’t Tell a Soul is almost the exact same as the Keith album. Weirdly, the guy who shot the Keith cover, Dewey Nicks, also shot the Replacements around this time, and we are using his photos as promo pics for the box.”
It’s unlikely Dead Man’s Pop will ever achieve the cultural cachet of a landmark record like Let It Bleed–itself the beneficiary of an upcoming 50th anniversary reissue–or inspire the Replacements to regroup for farewell tour after farewell tour on a casino circuit for tatted blue-hairs a la the Rolling Stones. Come September 27 there’ll be no kiosk in Starbucks, no cryptic roll-out in hipster enclaves, no collectible action figures of the guys. But in the exclusive club of vaunted cult records, where it counts, there’ll be chatter of a timeless “lost” classic and new rumblings at I.M. Pei’s Rock & Roll Hall of Fame, where it doesn’t.
There’ll also be, inevitably, speculation of what’s next for the ‘Mats. Westerberg, ever the enigma, has of late donned an impenetrable aura of mystery. “We sent him everything [in the boxed set],” says Mehr, but laughingly concedes, “I don’t know what he listened to or didn’t.” True to character mum’s the word. “He doesn’t enjoy talking about music-especially the Replacements or his past,” says his manager Darren Hill. “I’ll just leave it at that.” Leave it to Mehr, then, to suss out the possibilities.
“The market hasn’t been saturated and there is still quality material in the vaults,” he divulges. And in keeping with the narrative established by Dead Man’s Pop and For Sale: Live at Maxwell’s 1986 Mehr is confident there’ll be “ways to curate the catalog and dig into the archives that [are] creative and worthwhile and tell a story.”
But, he adds, “For now, hopefully everybody will just go and get a copy of [Dead Man’s Pop].” Psssst! As a cheeseball marketing one-sheet from January of ’89–slipped into promotional copies of the LP–insists, “tell some souls!”
The label wants a hit.
Connor Dinnison is a freelance journalist, artist and a moderator on the PaulWesterberg.com fan forum.