Replacements 7: Don’t Tell A Soul

Once again coming this close to mainstream acceptance, Don’t Tell A Soul wowed critics and irritated hardcore fans, in both cases due to the album’s radio-friendly sound. With the help of new guitarist Slim Dunlap, the ‘Mats were able to translate Paul Westerberg’s latest contrarian laments to a decent record.

There’s nothing truly sloppy or stupid here, just layers of acoustic guitars and cracking drums. “Talent Show” is another thinly veiled description of Life On The Road, “Back To Back” several clever turns of phrase piled on top of each other “We’ll Inherit The Earth” is likely where a lot of fans jumped off, thanks to the early ‘70s Moody Blues homage in the furiously strummed guitars and pseudo-sci-fi overtones. But then there’s “Achin’ To Be”, likely inspired by the chicks he saw at various gigs, either onstage or in the crowd, and still one of his best. (Dig Slim’s Stonesy fills.) Less appreciated is “They’re Blind”, a more direct message to the same type of unattainable woman.

Side two crashes into place for those still ready to rock, and “Anywhere’s Better Than Here” is a worthy complaint, and it’s always nice to hear Tommy shrieking along in the back. However, one thing these guys weren’t was funky, and “Asking Me Lies” is a poor bed for more wordplay. But then there’s the moderate hit single of “I’ll Be You”, which would be an important song if only for introducing the phrase “a rebel without a clue” to the pop vernacular. It’s proof that Westerberg could write a hit song, followed up by the throwaway noise of “I Won’t”, and not even good noise. “Rock ‘N Roll Ghost” could also be considered an indulgence, more moody than memorable, but it does foreshadow some of his future paranoia. And while it’s kinda ordinary, “Darlin’ One” manages to provide a decent, epic finale.

Don’t Tell A Soul still gets less love than it should. Certainly compared to their other albums it’s not as striking, and doesn’t clear a room as well as those others, but a little time away from it, while exposing its late-‘80s sheen, proves that it’s “not bad”. The expanded CD doesn’t tip the scales either way, adding some previously released outtakes (including the rockin’ raveup “Wake Up”), a couple of demos and alternate takes, a cover of Slade’s “Gudbuy T’Jane”, and the essential B-side “Date To Church”, seemingly written on the spot with special guest Tom Waits on vocals and Hammond organ.

Amazingly, a few years later tapes sporting an early mix of the album surfaced, along with further outtakes from the ramshackle sessions. Papers were signed, clearances hurdled, and the album’s 30th anniversary was celebrated by the release of Dead Man’s Pop. Essentially Don’t Tell A Soul Redux, this slimly packaged box contained the alternate mix and sequence on one disc (as well as vinyl), a disc of outtakes, and two discs containing the entire concert from which the Inconcerated Live promo EP had been culled. (Folks who ordered directly from Rhino also received a cassette of “highlights” from the set.)

The “new” mix gives a fresh perspective on the tracks, exposing instrumental nuances previously buried. While no hidden gems are revealed—except maybe an improved “I Won’t”—songs we already liked sound better, more real, and less dated. The outtakes disc includes survivors from the first attempt at recording before they broke that particular producer. It repeats only two tracks from the 2008 expansion, giving half an hour to further drunken epiphanies from the Tom Waits jam, including attempts at “We Know The Night” and a disastrous cover of Billy Swan’s “I Can Help”. The live discs provide a great-sounding souvenir of the Slim Dunlap era, the whole band playing tight despite Paul’s angry drunk schtick. Along with “Another Girl, Another Planet”, unexpected covers include “Born To Lose” by Johnny Thunder’s Heartbreakers and “Cruella De Ville”, as heard earlier on a Disney tribute. We even get a brief preview of “Sadly Beautiful”. Altogether, essential for Mats fans.

The Replacements Don’t Tell A Soul (1989)—3½
2008 CD reissue: same as 1989, plus 7 extra tracks
The Replacements Dead Man’s Pop (2019)—3½