Don’t Tell A Redux Soul, the newly revamped version of The Replacements’ sixth studio album, Don’t Tell a Soul, kicks off with “Talent Show.” In his original form, the song is a mismatch: Although lyrics detail a self-conscious band anxious before getting onstage, the self-assured music hints that the group is more likely to compete ringer who has nothing to worry about.
The Don't Tell Soul Redux version of "Show Talent," however, removes all polish. More a woodshedding jam, it's a jittery band joking around nervously and warming up their performance time nears. The song stumbles to life with a half-hearted count-off, jingle-jangle and acoustic guitars, before the familiar, Stones-esque electric boogie kicks in. Studio chatter from band members can be heard throughout, making lyrics such as "It's too late to turn back, here we go!" Feel like an improvised pep talk, and the song sputters to a halt rather than stopping neatly. On this "Talent Show," the nerves-and-uncertainty-are real.
This version of the song also feels truer to The Replacements themselves circa 1989, when Don't Tell a Soul emerged in a musical climate with actual expectations. Major labels-including The Replacements' home, Reprise Records-were focusing radio promotion on alternative-leaning acts, with the hopes they'd connect with larger audiences. The strategy appeared to be working: Billboard had launched a Modern Rock Tracks (now Alternative) chart in 1988, and by the following year, such acts as XTC, Kate Bush, Elvis Costello, The B-52s, and Julian Cope reached No. 1. The Replacements' peers were also riding a mainstream surge, with one-time tour mates R.E.M. having graduated to playing arenas and Sonic Youth big enough to land their own major label record deal.
On top of that, the band itself-then comprising guitarist / vocalist / songwriter Paul Westerberg, bassist Tommy Stinson, drummer Chris March and guitarist / keyboardist Slim Dunlap-had solid momentum after their Last studio album, 1987's Pleased To Meet Me. The Replacements had a long history of punk roots, first with the freewheeling 1984 college rock opus Let It Be and then their 1985 rough-around-the-edges major label debut, Tim, which offered bigger hooks and concise songwriting. With Pleased To Meet Me, the first album without founding member Bob Stinson, they inched closer to something approximating brash heartland rock and nascent alt-country.
Recorded in Memphis at Ardent Studios with producer Jim Dickinson, who had previously worked with Big Star, the full-length contained 'Mats heart-on-sleeve classics "Alex Chilton" and' "Can't Hardly Wait" and the lovelorn acoustic chestnut "Skyway." Pleased To Meet Me was also boundary-pushing for the band, in which the LP leaned into sophisticated sounds: free-spirited soul-rock (the sax-spiced "I Don't Know"), swanky jazz ("Nightclub Jitters") and hollering roadhouse blues ("Shooting Dirty Pool").
But, true to form, The Replacements zigged when they were expected to zag when it came time for Don't Tell a Soul. While certain moments continued in a rootsier realm—"Achin' to Be" is a lovely, cry-in-your-whiskey country tune that foreshadowed Wilco's ascent, and "I Won't" is a raucous honky-tonk riot—the album overall stuck to straightforward, meat-and-potatoes rock 'n' roll. To the dismay of many fans, Don't Tell a Soul also shed all vestiges of The Replacements' lovably ragged approach: Courtesy of mixer Chris Lord-Alge, the album boasted a slick, radio-ready sheen full of echoing reverb and booming drums. While in line with contemporary sounds—in fact, "I'll Be You" hit No. 1 on both the mainstream and modern rock radio charts and even graced Billboard's Hot 100 at No. 51—the mix meant Don't Tell a Soul almost immediately sounded dated. By most accounts, Westerberg disliked how the album turned out.
Thirty years later, he and the rest of The Replacements are having another shot at getting the album right on Don’t Tell A Soul Redux. (The revamp is part of a new box set, Dead Man's Pop, which also contains a live show and other rare goodies, including additional tracks from a session with Tom Waits and earlier, scrapped tracks recorded at Bearsville Studios). For the Redux mix, Matt Wallace, who originally co-produced Don't Tell a Soul along with the band, used a mix recorded during the 1988 Paisley Park sessions as source material.
As might be expected, the polarizing late-'80s gloss is gone, replaced by a clearer, lively sonic approach with plenty of nuance: Acoustic guitars are more prominent throughout, and individual parts within songs (a blazing guitar line here, a crashing piano part there) are evident. This clarity also revealed that Don't Tell a Soul continued to build on Pleased To Meet Me's diversity; songs encompass a whimsical soul-pop shuffle ("Asking Me Lies"), an R.E.M.-esque anthem ("Darlin' One" and its towering, droning guitars) and swaggering Americana ("We'll Inherit the Earth").
But like other modern album re-dos—for example, Giles Martin's takes on The Beatles' catalog—Wallace's new mix preserves the album's core but teases out additional sonic flourishes. Don't Tell a Soul's songs were self-aware and introspective, but the sledgehammer mix often blunted their emotional impact. Here, Westerberg's rakish, raspy vocals take center stage, allowing his wry observations about life and love to hit harder. The raucous "Anywhere's Better than Here," which originally sounded clunky and sludgy, has become a crisp, rebellious march, its cascading guitar lines more prominent; "Back to Back" amplifies a trumpet and shimmering mellotron that was buried in the 1989 mix; and the sad slow dance "They're Blind" is almost a minute longer, and now sounds like a timeless, bare-bones ballad plucked straight from the 1950s.
Yet in many other ways, Don't Tell a Soul Redux feels like someone stripping the music down to the foundation and rebuilding from scratch. Familiar moments are absent-Westerberg's murmuring "Don't tell a soul" that wafted like a smoke ring at the end of "We'll Inherit the Earth" is excised-and even the hits are different: "I'll Be You" is markedly slower, while the genteel twang of "Achin 'To Be" is rootsier. The new "I Will not," meanwhile, removes the mannered bass line and instead starts like a mighty bar band setting a local watering hole aflame on a Friday night. A plunking piano note, counted-in drums, and barnstorming harmonica and guitar introduce Westerberg's chaotic yawp-bringing the song much closer to both Pleased to Meet Me and The Replacements' failing-brakes live experience. There's a good argument to be made thanks to this new mix that Don't Tell A Soul belongs in the pantheon of early alt-country influences.
In perhaps the boldest move of all, Don't Tell a Soul's tracklisting is completely shuffled around on the new version, with only leadoff track "Talent Show" and "We'll Inherit the Earth" in slot three maintaining their original positions. This sequencing tweak is brilliant, as the album now boasts a poignant emotional arc that starts with anxiety over band and career matters and ends with piercing personal confessions. In fact, Don't Tell Soul Redux concludes with "Rock 'n' Roll Ghost," a wrenching Westerberg song about lost opportunities and deep regrets that was a highlight of the 1989 take. Wisely, the new version of this song isn't markedly different from the original, as Wallace recognized that it didn't need much additional work.
Despite becoming the band's best-selling album in the US, Don't Tell a Soul was the beginning of the end for the 'Mats. As Bob Mehr outlines in his crucial Trouble Boys: The True Story of the Replacements, during this era the band members were plagued by a toxic combination of substance abuse, personality conflicts, self-destructive behavior and-most of all- fear of actually achieving success. Take for example, The Replacements' high-profile slot opening for Tom Petty & The Heartbreakers in 1989, a gig that ended up being more of a mess rather than a boon. The band only released one more album, 1991's All Shook Down-which was more of a solo Westerberg project-before running out of gas and dissolving. A 2012 reunion featuring Tommy Stinson and Westerberg was a rousing success full of high-profile tours and critical adoration, until it wasn't; The Replacements split (again) in 2015.
In a move that was very in character, Don't Tell a Soul found The Replacements grabbing for the brass ring years after their peers did. That this gambit ended up imploding the band was also very typical: The Replacements' ambition was (at best) ambivalent, because they weren't actually willing (or even capable) at that point in their career to play the music industry games necessary for success. But Don't Tell a Soul Redux is the rare second chance that brings new dimensions to a much-derided album, and offers a satisfying glimpse of a road not taken-if also a bittersweet taste of what might have been.
Listen to and read our annotated Replacements playlist compiled by Jon Wurster (Superchunk, Bob Mould, Mountain Goats).