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How Old Am I? The Replacements’ Don’t Tell A Soul Turns 30


Let’s talk about Don’t Tell A Soul, The Replacements’ 1989 album which turns thirty (thirty!) this week. I was a little young to be hip to the ‘Mats at the time of its release, but when I eventually caught up with their rich catalog of classics and attendant lore, I came to understand its stature as perhaps the band’s most polarizing record. I both love Don’t Tell A Soul and comprehend the anxiety it inspires in certain diehard fans.

To say the music business looks different now than it did three decades ago is sort of like saying the desert landscape of Socorro, New Mexico looked different after the 1945 testing of a twenty kiloton atomic bomb. If beamed into our current moment, the first thing the music business of three decades ago would want to know is: where did everything go? It’s all gone? ALL of it?

Well, yes. Pretty much. Now it’s pretty much just a loss leader for wireless carriers, and another piece of our culture ritually tithed to Amazon. But in 1989 things were different and bands like The Replacements, R.E.M., Hüsker Dü, Sonic Youth, They Might Be Giants and countless others could incubate in discrete scenes, get noticed by college radio and the alternative press, and eventually attract the attention of major labels. That made for an arduous climb, but once there, anything was possible. From such humble beginnings, bands could find themselves side-by-side with major box-office attractions on the order of Madonna, Bruce Springsteen, Prince, you name it.

This didn’t happen often but it did happen. R.E.M. famously catapulted themselves into the realm of bonafide superstars and eventually soaked Warner Brothers for an $80 million dollar contract. Sonic Youth never became household names, but they did play a major role in ushering in a sea change by pushing for Nirvana to be signed to Geffen. Hüsker Dü never grabbed the brass ring, but laid the groundwork for Bob Mould’s future success with Sugar. The point is, with the appropriate combination of talent, luck and temperament you really could win at this grift.

This was the crossroads the Replacements found themselves at as they prepared to record Don’t Tell A Soul. Since signing to Sire records in 1985, the band had made two albums, both classics, and neither had sold to the satisfaction of the parent company Warners. Despite ten years of backbreaking touring, a slavishly devoted critical following and fans whose sheer intensity could be overwhelming, it appeared that the moment of truth had come. In sports terms, they were on a one-year-prove-it deal. They were either destined to be stars or left to the inebriated ministrations of their passionate cult.

Let’s take a look back track-by-track at their big commercial swing and see how it holds up, shall we?

Talent Show

A nifty bit of self-mythologizing which puts a fine point on the charts-or-bust leit-motif, this is a charming Westerberg mid-tempo rocker partially borrowed from the superior outtake “Portland”. Here he posits the band’s us-against-the-world narrative in typically self-effacing fashion (“In my waxed up hair and my painted shoes/ got an offer that you might refuse”) but there IS something different here. The sound is rich and chime-y and the track might reasonably be construed as the first ‘Mats song that may have never heard of punk rock at all. In a characteristically dickish-but-funny act of personal undermining the band would play the song on national TV that year on the American Music Awards. Knowing the censors planned to bleep out the lyric “feeling good from the pills we took” the band subsequently changed the outro refrain to “too late to take pills/ here we go!” As I’ve gotten older I’ve come to find that part of their persona less charming and more aggravating, but there you have it. Self-sabotage was their business and they took it seriously. Here’s the video of that performance. (Side note: how great was the lineup at the 1989 American Music Awards on ABC??)

Back To Back

A peculiar song, but a good one. As is the case with several later-period Westerberg tunes, this feels almost like a ballad re-cast as a rocker over its stated objection. And yet there is much to admire here: a riff you can get your teeth into, a compelling picture of domestic dysfunction and codependency, and a chorus worth singing along with. I particularly like this verse: “Why don’t you put some books upon our head/ and put some pistols in our hands/ count twenty paces at dawn/ count twenty questions we’ll get wrong”. Overall, minor Westerberg but a nice piece of deep catalog workmanship.

We’ll Inherit The Earth

This is really a weird track. I have a theory, given the kitchen-sink production and mix and its placement on the record that there was some idea from either the band or the record label or both that this would end up being a breakout single, but that judgment seems heavily impaired. I’ve never really understood this song. Was it intended as a generational scene-anthem along the lines of “All The Young Dudes” or Westerberg’s own infinitely superior “Bastards Of Young”? Despite its obvious underdog sentiments (they’re meek, you see) it doesn’t really cohere thematically. Others have suggested, perhaps owing to passing references to nature, that he intended it as a kind of environmental anthem. An interesting notion, but I’m not sure the lyrics really bear that out either. Anyway, it’s worth keeping in mind that this was less than two years after U2 had sold fifteen gazillion copies of The Joshua Tree and I suspect this was an attempt to capture that same sort of Lanois-Eno sermon-on-the-mount-of-reverb vibe, noble in intent but awkward in execution. I am of course interested in dissenting views.

Achin’ To Be

I was having this conversation with someone the other day, that I think one of Westerberg’s real strengths is his writing about women. This is less common in that era than one might think, or at least to my mind that is the case. I don’t think of this as one of his great songs, but it is a deeply empathetic consideration of a female character who is not condescended to or placed on some mystic pedestal or overly sexualized or basically cast into the conventional roles of women in so many of the rock songs in the tradition. It’s just a portrait of a flawed, shy person who is nevertheless deeply compelling and admirable. Not to make this a referendum on gender, but I have a feeling at the time of its release a lot of dudes were freaked out about the lack of pure rock aggression on Don’t Tell A Soul, and this was not so much of an issue for women. My friend Jennifer O’Connor does a cover of this that is well-worth checking out. She’s a wonderful songwriter herself and I think her version gets to the heart of the song.

They’re Blind

To me this is one of the great overlooked Westerberg songs, a fetching melody, a lovely recording with a strong Roy Orbison-vibe and a sentiment anyone who ever tried to explain a passion project to a corporate bean counter (that’s what we used to call them) can relate to. “The things you hold dearly/ are scoffed at and yearly/ judged once and then left aside.” That’s about the size of it. As a slow number lost in the shuffle of a ballad-heavy record, it’s not a song people talk to much about in my experience. I think that’s a shame and I think it will change over time.

Anywhere’s Better Than Here

Not a great song, in my view. The Bad Company is strong here. A perfunctory, not-terrible riff, a ponderous tempo, and a by-the-books “This sucks, I hate this” lyric. It all feels like it’s both trying too hard and not caring enough. Westerberg’s throwaways were more fun when the stakes didn’t seem so high and the setting wasn’t so professional. At least “Lay It Down Clown” has Bob’s cat-on-fire leads. Again, open to and interested in dissenting views.

Asking Me Lies

Another deep-catalog item that I feel is a bit of an overlooked gem. Premised around a lite-funk riff and a an atypically comfortable groove for the ‘Mats in mid-tempo mode, this is the sort of confectionary puff of smoke the Stones made charming on the backend of records, like “It’s Only Rock & Roll”. I mean that as the highest compliment. Favorite lyric: “Born yesterday/ It’s a wonder you’re still alive.”

I’ll Be You

The classic, right? The first single and a modest hit, but one that should have been huge. The perfect marriage of the band’s unruly impulses and the relative studio gloss. A strange fantasia about purging souls and switching identities, and what could be better than that? When they pissed Tom Petty off so bad as Heartbreakers’ tour openers, he purloined the “rebel without a clue” lyric and turned it into a diss track. Even that bit of larceny rules.

I Won’t

To quote (or paraphrase) Trouser Press’ Ira Robbins, this is a fairly lame excuse of rock & roll for men of their previous level of achievement. Should have been left off the record and confined to the basement bin of reissue content. I am interested in dissenting views, but less so in this instance.

Rock & Roll Ghost

A quiet stunner and the synth heavy sequel to Hootenanny‘s “Within Your Reach”. The most obvious comparison musically and thematically is Springsteen’s “I’m On Fire”: two great songwriters finding their level and reaching their ambitions and discovering the only reward is a freight train running through their skull. Bracingly self-aware.

Darling One

Peers like Hüsker Dü and R.E.M. had long partaken, but it required the final song on their second final record for the ‘Mats to even dip a toe in the heavily dosed rivers of psychedelia. And it’s a wonderful song! A classic Harrison riff leading to a beatific, moving conclusion to what is the Replacements’ most strange and placid record.

Ultimately, Don’t Tell A Soul performed disappointingly in the marketplace. My recollection is that it made a brief entrance into the Billboard Top 20 and then quickly fell down the charts. The pain of the setback further infected a band in turmoil, and linchpin drummer Chris Mars eventually became the second original member to depart. It was the beginning of the end, and it remains an odd, transitional document to reckon with.

I love Don’t Tell A Soul, flaws and all. I wouldn’t argue that it is better than Let It Be, Tim or Pleased To Meet Me, but there is a particular vulnerability present in these tracks – a fearfulness – that moves me in ways those better records don’t. The genre experiments, the outsized sonics and the aesthetic and emotional restlessness provide a highly specific context. Westerberg once asked: “How young are you/ how old am I?” On Don’t Tell A Soul he just asks “How old am I?”

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