The Flawed Glory of the Replacements’ Don’t Tell a Soul

In 1989, the band reached for the mainstream with its sixth album. Thirty years later, the record’s stab at timelessness ironically makes it sound dated.

Jim Steinfeldt / Michael Ochs Archives / Getty Images

The legendary alt-rock group the Replacements was formed in 1979 as a ramshackle outfit led by a smart-ass Minneapolis janitor named Paul Westerberg. At the time, punk was the least commercial music you could make, with the movement’s biggest acts, such as the Ramones and The Clash, beginning to embrace more conventional rock sounds. Minneapolis felt as far as you could get, culturally speaking, from the punk hotbeds of New York and London. The odds seemed so stacked against Westerberg and crew that they assumed an us-against-the-world stance that often toppled into self-sabotage.

Throughout the ’80s, the Replacements always seemed like they were about to implode. Their members melted down in miasmas of drugs and alcohol. Their records overflowed with slipshod hooks and slurred wordplay. Shows devolved into frenzies of broken strings and shed blood. But it wasn’t until they started to pull themselves together and aim for the mainstream in the late ’80s that the band started to come apart musically. Those cracks showed on their grand misstep of an album, 1989’s Don’t Tell a Soul.

First released as the group was celebrating its 10th anniversary, Don’t Tell a Soul was recently remixed and reissued as the centerpiece of the new Replacements box set, Dead Man’s Pop. The band’s sixth album, Don’t Tell a Soul traded sloppy glory for softness and polish. As Westerberg told Sounds magazine in 1989, “We still have a good time and all that. It’s not a stuffy record. Serious is a better term than mature.” As earnest and atmospheric as a U2 album, Don’t Tell a Soul wasn’t recognizably punk in any way, aside from a few loose notes here and there (as well as Westerberg’s booze-spiked rasp, which no amount of studio processing could completely wear smooth). Granted, each album in the Replacements’ catalog sounded slightly cleaner and more accomplished than the one before, and the 1986 firing of the brilliantly scattershot guitarist Bob Stinson (who died of drug-related organ failure in 1995) had eradicated a primary source of the group’s raggedness.

Don’t Tell a Soul, though, went even further than its predecessor, 1987’s superbly tuneful yet still raucous Pleased to Meet Me. The newer album was mixed by Chris Lord-Alge, the studio engineer whose compressed, impeccable sonic draftsmanship had shepherded recordings by Madonna and Bruce Springsteen. Largely acoustic-based, the album was a brick wrapped in a pillow, a set of clever and emotionally devastating songs whose impact was muffled by the attempt to lean mainstream and capture the epic dreaminess of late ’80s pop. As the band’s leader, Westerberg knew that Don’t Tell a Soul was a make-or-break proposition. “If this one don’t fly,” he said of the album in Bob Mehr’s book Trouble Boys: The True Story of the Replacements, “then it’s back to the brooms.”

Writing about Don’t Tell a Soul for Rolling Stone in 1989, the critic Ira Robbins remarked on the album’s ethereality, pointing out that “Westerberg’s unmistakable, shaggy voice and Chris Mars’s decisive 4/4 snare work are all that keeps the LP from drifting away.” It became the Replacements’ best-selling album to date, but it still fell far short of commercial expectations. And it alienated many longtime fans in the process, those who couldn’t or wouldn’t parse this newfound delicacy in what once was America’s most dangerous band—even if its members were mostly a danger to themselves.

Thirty years later, Don’t Tell a Soul’s stab at timelessness ironically makes it sound dated. The album title seems to hint at the defeatist attitude that the group was cultivating; it was as if the members were saying to the world, “Don’t tell anyone about us. We’re underdogs. We don’t know how we might handle the attention.” In the soaring song “We’ll Inherit the Earth,” Westerberg whisper-growls over an urgently strummed chord progression, “We’ll inherit the Earth / But we don’t want it.” The original version is ambient and airy; the remixed version is grittier and gutsier, with more pronounced distortion and a tone of nervy rawness that’s missing from Don’t Tell a Soul. It evokes far more convincing friction between pop sheen and rock punch, between self-mythologizing and self-negation.

Matt Wallace, the producer behind Don’t Tell a Soul, was a novice in the studio when he was chosen to helm the album’s recording sessions. (He later went on to produce hits for Faith No More and Maroon 5.) His quick, initial mix of the album—done before the job was handed to Lord-Alge—languished on tapes buried in the basement of the Replacements’ guitarist Slim Dunlap for decades. These tapes form the basis of the new Dead Man’s Pop version of the album, with Wallace given the chance to expand on that first, unheard mix. Mostly the changes are cosmetic: Restored tempos, vocal takes, and guitar solos help round out a rebalancing of instruments and effects that tease out the spirited performances at the core of the recording.

On “Talent Show,” Westerberg paints an understatedly hilarious scenario that speaks to an essential truth behind the Replacements: Even as they’d accrued fans, acclaim, and success with each new release, they still felt like they were doing their song-and-dance on the kiddie stage. “I’ll Be You” was the almost-hit of Don’t Tell a Soul, the single that fell just outside the Billboard Top 40, thanks to its chugging, power-pop hooks and amiable self-deprecation: “Man, I’m dressing sharp and feeling dull,” confesses Westerberg, who never seemed to be able to shake his inner janitor. Just as Guns N’ Roses were solidifying their position as America’s preeminent back-to-basics rockers in the late ’80s, the Replacements walked the walk. (In a cosmic twist, the Replacements’ bassist Tommy Stinson would wind up joining Guns N’ Roses in the ’90s, having been orphaned by the Replacements’ breakup in 1991—underscoring just how fickle fate in the pop world can be.)

“Rock ’n’ Roll Ghost” closes Don’t Tell a Soul with a hushed twang and Westerberg’s realization that yearning isn’t just a fleeting ache, but also a state of being. “The song’s about the feeling of not having any goal. Finding myself always searching for something and thinking, ‘One day, when the Replacements reach this level, it’ll be great.’ And then realizing that I’m not enjoying this, the here and now,” he told Melody Maker in 1990. Westerberg had already written a pensive song titled “Unsatisfied,” which appeared on the group’s 1984 masterpiece, Let It Be. “Rock ’n’ Roll Ghost” was “Unsatisfied” redux, a reinterpretation of heartache as something existential rather than merely romantic.

In one of Don’t Tell a Soul’s most arresting songs, the slow and swaying “They’re Blind,” Westerberg sings over a tender yet tension-filled jangle, “The things you hold dearly are scoffed at / And yearly judged once and then left aside / Cause they’re blind / They hold you too close to the light.” With the release of Dead Man’s Pop, the tracks on Don’t Tell a Soul are being held to the light again after 30 years of being dismissed as a great band’s biggest mistake. And under scrutiny, the songs come out all the better for it.