The Replacements

Dead Man's Pop

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Don't Tell a Soul gave the Replacements their only charting hit, but that modest success came at a cost. The album, like nearly all the 'Mats albums that preceded it, had a difficult birth, with the group battling original producer Tony Berg at Bearsville Studios in New York before finding a suitable collaborator in Matt Wallace, a soon-to-be-star producer at the dawn of his career. Wallace believed he was also hired to mix the album, but Sire always planned to hand over the recordings to a mixer with a proven commercial track record, so they wound up in the hands of Chris Lord-Alge, who gave the original tapes a cavernous, shiny mix that was state of the art circa 1988. Lord-Alge's work certainly helped sell the Replacements to radio -- "I'll Be You" became the band's first number one Modern Rock hit -- but the glossy shine of Don't Tell a Soul found few devotees among devoted 'Mats fans.

All of this preamble is the reason why Dead Man's Pop is a major archival release within their catalog. The quadruple-disc box rounds up everything unreleased surrounding the Don't Tell a Soul sessions: the original Bearsville sessions, outtakes and demos from the Wallace sessions, a night of drunken debauchery with a visiting Tom Waits, the complete Milwaukee concert that provided the source for the 1989 promo EP Inconcerated Live, and a reconstruction of the original Matt Wallace mix. Many of these tapes were discovered in the possession of Slim Dunlap, whose wife handed the reels over to Replacements biographer Bob Mehr, who found Wallace eager to restore his original mix and sequencing. Wallace's version of Don't Tell a Soul is a revelation. Stripped of Lord-Alge's studio finery, the record now seems like a distant cousin of Tim. Rawer and moodier than Pleased to Meet Me, this version of Soul can sometimes be jarring -- particularly on "I'll Be You," which now seems to drag after being restored to its original, slower speed -- but the tweaks are often subtle, resulting in an album that feels streamlined yet ragged. It sounds like the Replacements on their best behavior, in other words, but it sounds more like the Replacements than the released Soul, a shift that comes into sharp relief on "They're Blind," which is now slower, sadder, and soulful.

The bonus material is worthwhile, too. While many of the unreleased highlights from Bearsville, including the splendid "Portland," showed up in the 2008 deluxe edition, it's a delight to hear all of the ramshackle late-night session with Waits. During this, Paul Westerberg stumbles through his own "If Only You Were Lonely," howls with Waits on Billy Swan's "I Can Help," and trades insults on "Lowdown Monkey Blues." In this context, the full Milwaukee concert plays like an extended coda, proving how the band could sometimes act like crowd-pleasing professionals on-stage. In concert, the Replacements sounded like a tighter version of classic Replacements, and the same can be said of the Matt Wallace version of Don't Tell a Soul, which is why Dead Man's Pop is such a blessing: this set helps make this era seem like a grand farewell from the band instead of the beginning of a messy end.

Track Listing - Disc 2

Sample Title/Composer Performer Time Stream
1 05:16 Amazon
2 03:23 Amazon
3 03:26 Amazon
4 02:14 Amazon
5 04:17 Amazon
6 03:10 Amazon
7 05:10 Amazon
8 03:31 Amazon
9 03:51 Amazon
10 02:53 Amazon
11 03:01 Amazon
12 03:43 Amazon
13 03:03 Amazon
14 03:31 Amazon
15 06:44 Amazon
16 04:18 Amazon
17 04:11 Amazon
18 04:04 Amazon
19 03:03 Amazon
20 05:04 Amazon
blue highlight denotes track pick