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The 12 Essential Tracks on the 60-Track Replacements Box Set ‘Dead Man’s Pop’

The task of sifting through this voluminous collection hits, misses, alternate takes, live jams, and rarities can be daunting, so here’s a manageable guide to one of rock’s least manageable bands

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In the autumn of 1988, the Replacements entered Cherokee recording studio in Los Angeles with producer Matt Wallace to begin work on what would become their sixth LP. To call this period in the band’s history “tumultuous” is a bit of a redundancy—each of the group’s 10 or so years together was fraught with peril, to the point where they were often more rolling-existential-crisis than proper rock act. Still, even by the accustomed life-and-death standards, the stakes seemed high.

This would be their third album since signing to the major label imprint Sire Records, and while their previous two efforts, Tim and Pleased to Meet Me, were objectively brilliant, neither had succeeded in launching the band to the stratospheric commercial heights they had long been groomed for and semi-secretly desired. To mix metaphors, they’d already used eight of their lives and were seemingly, finally down to their last strike.

The resulting album, Don’t Tell a Soul, is the most polarizing work of the group’s career. Polished to a sheen heretofore unthinkable for a band that once released a live album called The Shit Hits the Fans, the release was largely midtempo and contemplative, a reflection of master songwriter Paul Westerberg’s increasingly adult concerns. In addition, at the label’s behest, the band eventually brought in hit-making producer Chris Lord-Alge to remix the album, resulting in an expensive sounding gloss. Some fans revolted. Many others got on board, due to the ’Mats first-ever full embrace of MTV’s omniscient touch, with videos for “I’ll Be You” and “Aching to Be” appearing in heavy rotation. Ultimately, however, the Replacements’ big commercial swing was a box office disappointment. While it outsold previous titles and eventually moved around 320,000 units on its initial run, this proved far below expectations for the still-behemoth music industry of the 1980s.

It is in some ways predictable that this most fetishized, self-loathing of bands would elect to foreground what should presumably be a lucrative reissue campaign with a release that practically no one could agree upon. The assembled 60 tracks, composed of Don’t Tell a Soul’s initial brawnier mix, outtakes from an abortive attempt at recording the record in upstate New York, a raw but funny session with fellow reprobate Tom Waits, and a mostly great live show in Milwaukee attempts to recast the experience of the record as a kind of counterfactual history known as Dead Man’s Pop. (Apparently the group’s preferred title for the album—no idea why Sire might push back.) For superfans and casual observers alike, it’s a lot to digest. For those of you stretched thin we offer a guide to 12 essential tracks on the Dead Man’s Pop reissue.

“Back to Back (Matt Wallace Mix)”

Adam Nayman: For some critics and a lot of longtime fans, Don’t Tell a Soul was where the Replacements started to sound like a de facto solo act, their raw energy and exuberance subsumed into Paul Westerberg’s poetic pretensions. But “Back to Back” is a beauty, and the symbolic and emotional economy of the lyrics, with their multiple, understated variations on the title phrase—implying everything from recidivist betrayals to the proper posture for pistols at dawn—represents some of Westberg’s most genuinely elegant songwriting. Listen to the original version back to back with Matt Wallace’s mix, and it’s not like they’re all that easy to tell apart; both achieve liftoff and reach cruising altitude with the same basic power-pop tactics. But there’s something at once subtler and more virtuosic about the revamped track, which weaves a softer and more harmonious sonic texture only to keep vivisecting it with precise, coruscating guitar lines, especially in the glorious home stretch.

“We’ll Inherit the Earth (Matt Wallace Mix)”

Elizabeth Nelson: My vote for the biggest revelation amid the restored Matt Wallace original mixes, this version rescues the killer tune buried behind all of the bells and whistles of the Chris Lord–Alge version that first appeared on Don’t Tell a Soul. Lord-Alge’s take was awash in Daniel Lanois–esque atmospherics and portentous mountain-top reverb—an understandable gesture for a band looking to capture a mass audience in the wake of U2’s The Joshua Tree. But the original never really worked: Westerberg is a writer whose songs gather strength through intimate observations and knowing asides rather than grand populist gestures. On Dead Man’s Pop’s more parsimonious rendering, we can finally hear the anxious generational anthem it was intended as rather than an ill-fitting swing-and-miss at sonic grandeur.

“Rock ‘N’ Roll Ghost (Matt Wallace Mix)”

Nelson: As far back as the band’s 1981 debut and its preemptive eulogy for Johnny Thunders “Johnny’s Gonna Die,” Westerberg has been preoccupied with the casualties of his chosen profession. By 1989 that preoccupation had grown into an obsession, and the in-progress eulogy he was writing was his own. “Rock ‘n’ Roll Ghost” is one of the most beautiful and disturbing songs on any Replacements album, one freighted with the realization that the path they are on may be a death sentence, and that the last off-ramp might have just gone by. There is nothing particularly the matter with the bathed-in-synths version originally released in 1989, but here the exhausting struggle of recording a song with such heavy implications is more palpable. Nervous and verging on unhinged, Westerberg’s singing is all deathbed confession, without a hint of peace.

“Last Thing in the World” (Outtake)

Nayman: Previously unheard originals (as opposed to raw demos, revelatory mixes, or rare B-sides) are the great lure of box sets. Dead Man’s Pop doesn’t overwhelm in this arena. For me, the bouncy, romantic “Last Thing in the World” gets the nod over the slow, morose “Dance on My Planet.” “Don’t you want to fall just a little bit harder? / Don’t you think there’s things we shouldn’t do?” asks Westerberg, dropping the same lyrical gauntlet as in “I Will Dare,” conflating love at first sight with gathering one’s courage.

If the stakes feel a bit low and the construction a tad formulaic, there’s something to be said for tossed-off quality in the context of a record whose lousy reputation has something to do with it having been micromanaged and mixed to within an inch of its life.

“Gudbuy T’jane” (Outtake)

Nelson: An arguably overlooked element of the ’Mats unrepeatable charm is their considerable facility with the material of others. Whether supercharging the melodramatic Kiss streetwalker’s lament “Black Diamond” or turning the Grass Roots’ late-’60s chestnut “Temptation Eyes” into a formidable slab of Buzzcocks-style punk, the songs they chose to cover and the manner in which they handled them always told us something crucial about the band. In general, they liked tunes that were catchy and critically déclassé—a kind of implicit rebuke to the snobs and elites who they endlessly imagined were condescending to them. This rollicking rip through Slade’s 1972 knucklehead stomper is a prime example of the group injecting their highly particular anarchy into a timeless glam classic.

“If Only You Were Lonely” (Featuring Tom Waits)

Nayman: “What’s the first line?” “Don’t ask me.” With an intro like that, you know that you’re in for a really precise, professional piece of studio recording—not that “If Only You Were Lonely” would necessarily benefit from poise. First released as a B-side to 1981’s “I’m in Trouble,” it’s a witty drinking song whose narrator’s difficulty in holding his liquor (quite literally by the time he’s spilling scotch on his jeans) is slightly more endearing than it is abject. Let’s let that verdict stand as well for this knackered-sounding run-through with Tom Waits riding shotgun—still young enough to be a relatively self-effacing presence even as he sounds about a thousand years past last call.

“We Know the Night” (Featuring Tom Waits)

Nelson: More entertaining historical artifact than indispensable listening experience, the Tom Waits–Replacements sessions included on Dead Man’s Pop are similar to the rough-and-ready (read: hammered) vibe of R.E.M.’s similar one-off studio experiments with Warren Zevon. It’s largely silly, but there are moments. One such moment occurs when Waits and Westerberg trade off lines on the Replacements’ obscurity “We Know the Night.” It’s a fine Westerberg composition that becomes more powerful as these two damaged souls from rock’s pointless cabaret winsomely attempt to one-up the other’s misery verse by verse. And then they sing together: “We know the night / could fall down on its knees.”

“Portland” (Bearsville Mix)

Nelson: Hardcore acolytes already know “Portland”—one of Westerberg’s inarguable masterpieces—from the version included on 1997’s greatest-hits-cum-odds-and-sods compilation All for Nothing/Nothing for All.

The version included here isn’t an improvement per se, but its acoustic-forward mix reveals a lot about what Westerberg probably had in mind for the finished product of Don’t Tell a Soul: something like Rod Stewart’s Never a Dull Moment by way of Dylan & the Band’s Basement Tapes. Westerberg would later remodel the song’s “It’s too late to turn back / Here we go” refrain into the infectious but ultimately lesser “Talent Show.” Ostensibly the story of the events before and after a particularly disastrous gig in the Pacific Northwest, “Portland” is one of rock’s most funny and moving road songs: “They’re predicting a delay on landing / Well I predict we’ll have a drink.”

“I’ll Be You” (Bearsville Version & Live at University of Wisconsin–Milwaukee)

Nayman: New Wave? The Replacements? Perish the thought, but still spare three minutes for this hushed, slightly spacey run-through of the sturdy chugger that would become the ’Mats’ only actual Billboard hit (no. 51 with a six-pack of Silver Bullet). Considering the anxious, abject atmosphere of the legendary-in-a-bad-way “Bearsville” Sessions—which included, among other things, the spontaneous, band-wide participation in a self-explanatory, kitchen-centric, utensil-centric game called “Dodge-Knife”—the ’Mats’ preliminary take on “I’ll Be You” is weirdly serene. It’s got an unusually sweet-voiced Westerberg performance and less detritus in the mix, with, unless my ears betray me, a hint of synth as well. As restraint and delicacy were never really the Replacements’ M.O., “I’ll Be You” was improved by a more raucous approach.

By the time you get to the sarcastic, effervescent live version included near the end of Dead Man’s Pop, it’s achieved the necessary bruised imperfection.

“Little Mascara” (Live at the University of Wisconsin–Milwaukee)

Nayman: “All you ever wanted was someone Mommy’s scared of” crows Westerberg on this sublime Tim deep cut, distilling and dispelling ancient good-girl-wants-bad-boy fantasies as old as “Leader of the Pack” while implicating himself as the asshole in question. (It’s his fault she’s crying: “All you’re ever losing is a little mascara”). What really boggles with the Replacements is how few hit singles they scored considering the ecstatic catchiness of so much of their output. There’s no good reason that “Little Mascara’s” primo riffage and sing-along chorus didn’t connect the way, say, Cheap Trick did. But as rock history is often rewritten by the losers, songs like this one get to be reclaimed from also-ran status rather than bemoaning their overexposure, and there’s poetry to that too.

“Left of the Dial” (Live at the University of Wisconsin–Milwaukee)

Nelson: To the extent that the Replacements were ever truly political, theirs was the politics of the permanent underdog—at once outwardly suspicious of anyone from the moneyed class and also acutely sensitive to their judgments. “Left of the Dial,” their guitar epic salute to college radio stations that would deign to actually play the ’Mats, is maybe Westerberg’s greatest achievement in this regard. “Read about your band / in some local page” he begins, vaulting the anonymity of a working-class group to superheroic levels of romance. Then, on the indelible sing-along chorus, he invokes the great Pete Seeger union anthem: “On and on and on and on / What side are you on?” The version here is the penultimate song in a lengthy live set, and both fatigue and mistakes are in evidence. But when it’s through I bet you’ll know which side you’re on.

Unsatisfied (Live at University of Wisconsin–Milwaukee)

Nayman: The unimpeachable standout track on Let It Be (I see you, “I Will Dare,” meet me any place at any time and I’ll make it up to you), “Unsatisfied” has always reminded me of a car alarm: the kind that goes off outside your window at 2 a.m. and makes you wonder what poor bastard just had his ride broken into or dinged in the dead of night. It also sounds, lyrically and vocally, like the sort of song that the guy whose car got jacked might come up with—but it could also just as easily be the car-jacker, or his deadbeat brother, or you, the person who’s suddenly awake at 2 a.m. wishing you’d invested in soundproofing in your crappy little apartment, or maybe wondering whether you shouldn’t have moved there at all.

It’s one thing to dare a lover to show up for an off-hours hookup; it’s another to turn to somebody (the verses are vague on who is talking to who here) and demand: “Look me in the eye and tell me that I’m satisfied.” I doubt Westerberg was deliberately trying to one-up Mick Jagger, but either way, in “Unsatisfied,” he conjures up one of the oldest rock ’n’ roll ghosts while also touching on something even more universal than music: the horrible, wonderful, perpetual feeling that there’s got to be something more out there.

Adam Nayman is a film critic, teacher, and author based in Toronto; his book The Coen Brothers: This Book Really Ties the Films Together is available now from Abrams.

Elizabeth Nelson is a Washington, D.C.–based journalist, television writer, and singer-songwriter in the garage-punk band the Paranoid Style.