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The Replacements - Dead Man's Pop

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Dead Man's Pop

The Replacements

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Thirty years later, Paul Westerberg and the rest of The Replacements are having another shot at getting their sixth 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").

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. © Annie Zaleski / Qobuz

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Dead Man's Pop

The Replacements

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DISC 1

1
Talent Show (Matt Wallace Mix) 00:03:54

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

2
I'll Be You (Matt Wallace Mix) 00:03:29

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Composer, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

3
We'll Inherit the Earth (Matt Wallace Mix) 00:04:15

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

4
Achin' to Be (Matt Wallace Mix) 00:03:39

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

5
Darlin' One (Matt Wallace Mix) 00:03:38

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums, Writer - TOMMY STINSON, Writer, Bass - Slim Dunlap, Guitar, Writer - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

6
Back to Back (Matt Wallace Mix) 00:03:21

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

7
I Won't (Matt Wallace Mix) 00:02:55

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

8
Asking Me Lies (Matt Wallace Mix) 00:03:39

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

9
They're Blind (Matt Wallace Mix) 00:05:24

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

10
Anywhere's Better Than Here (Matt Wallace Mix) 00:03:00

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

11
Rock 'n' Roll Ghost (Matt Wallace Mix) 00:03:23

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

DISC 2

1
Portland (Alternate Mix) (Bearsville Version) 00:05:16

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

2
Achin' To Be (Bearsville Version) 00:03:23

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

3
I'll Be You (Bearsville Version) 00:03:26

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Composer, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

4
Wake Up (Alternate Mix) (Bearsville Version) 00:02:14

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

5
We'll Inherit The Earth (Bearsville Version) 00:04:17

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

6
Last Thing In The World 00:03:10

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

7
They're Blind (Bearsville Version) 00:05:10

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

8
Rock 'N' Roll Ghost (Bearsville Version) 00:03:31

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

9
Darlin' One (Bearsville Version) 00:03:52

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums, Writer - TOMMY STINSON, Writer, Bass - Slim Dunlap, Guitar, Writer - DAN BATES, Engineer - Justin Perkins, Masterer - Thom Cadley, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

10
Talent Show (Demo Version) 00:02:53

Matt Wallace, Producer, Engineer - CHRIS LORD-ALGE, Mixer - PAUL WESTERBERG, Vocals, Writer - JOHN BEVERLY JONES, Engineer - PETER DOELL, Assistant Engineer - The Replacements, Producer, MainArtist - CHRIS MARS, Vocals - TOMMY STINSON, Vocals - Heidi Hanschu, Assistant Engineer - John Akre, Engineer - MIKE BOSLEY, Assistant Engineer - Pat MacDougall, Assistant Engineer - Slim Dunlap, Vocals - Justin Perkins, Masterer

2019 Warner Records Inc. 2008 Sire Records Company

11
Dance On My Planet 00:03:01

Matt Wallace, Producer, Mixer, Engineer - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

12
We Know The Night (Alternate Outtake) 00:03:43

Matt Wallace, Producer, Mixer, Engineer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

13
Ought To Get Love (Alternate Mix) 00:03:03

Matt Wallace, Producer, Mixer, Engineer - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

14
Gudbuy t'Jane (Outtake) 00:03:31

James Lea, Composer - Neville Holder, Composer - Jimmy Lea, Composer - Noddy Holder, Composer, Writer - Matt Wallace, Producer, Mixer, Engineer - PAUL WESTERBERG, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2008 Sire Records Company

15
Lowdown Monkey Blues (feat. Tom Waits) 00:06:44

Matt Wallace, Producer, Mixer, Engineer - Tom Waits, Composer, Vocals, FeaturedArtist - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

16
If Only You Were Lonely (feat. Tom Waits) 00:04:18

Matt Wallace, Producer, Mixer, Engineer - Tom Waits, Vocals, FeaturedArtist - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

17
We Know The Night (feat. Tom Waits) (Rehearsal) 00:04:11

Matt Wallace, Producer, Mixer, Engineer - Tom Waits, Vocals, FeaturedArtist - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

18
We Know The Night (feat. Tom Waits) (Full Band Version) 00:04:04

Matt Wallace, Producer, Mixer, Engineer - Tom Waits, Vocals, FeaturedArtist - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

19
I Can Help (feat. Tom Waits) 00:03:03

Matt Wallace, Producer, Mixer, Engineer - Tom Waits, Vocals, FeaturedArtist - PAUL WESTERBERG, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer - Bill Lance Swan, Composer, Lyricist

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

20
Date To Church (Matt Wallace Remix) 00:05:04

Matt Wallace, Producer, Mixer, Engineer - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - MIKE BOSLEY, Assistant Engineer - Slim Dunlap, Guitar - Justin Perkins, Masterer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

DISC 3

1
Alex Chilton (Live at University of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:44

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums, Writer - TOMMY STINSON, Writer, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

2
Talent Show (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:37

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

3
Back To Back (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:25

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

4
I Don't Know (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:14

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums, Writer - TOMMY STINSON, Writer, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

5
The Ledge (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:04:13

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

6
Waitress In The Sky (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:02:07

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

7
Anywhere's Better Than Here (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:02:35

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

8
Nightclub Jitters (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:44

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

9
Cruella de Ville (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:02:47

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals - Mel Leven, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

10
Achin' To Be (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:04:12

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

11
Asking Me Lies (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:39

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

12
Bastards Of Young (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:25

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

13
Answering Machine (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:25

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

14
Little Mascara (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:48

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

15
I'll Be You (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:15

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Composer, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

DISC 4

1
Darlin' One (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:04:36

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums, Writer - TOMMY STINSON, Writer, Bass - Slim Dunlap, Guitar, Writer - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

2
I Will Dare (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:34

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

3
Another Girl, Another Planet (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:06

Peter Perrett, Composer, Writer - Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Peter Perret, Writer - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

4
I Won't (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:31

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

5
Unsatisfied (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:30

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

6
We'll Inherit The Earth (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:04:37

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

7
Can't Hardly Wait (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:21

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

8
Color Me Impressed (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:02:36

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Composer, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

9
Born To Lose (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:01

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Johnny Thunders, Composer, Writer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

10
Never Mind (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:04:34

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

11
Here Comes A Regular (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:05:19

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

12
Valentine (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:23

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums, Writer - TOMMY STINSON, Writer, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

13
Left Of The Dial (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:59

Matt Wallace, Producer, Mixer - PAUL WESTERBERG, Guitar, Vocals, Writer - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

14
Black Diamond (Live at University Of Wisconsin-Milwaukee, WI, 6/2/1989) 00:03:19

Matt Wallace, Producer, Mixer - Paul Stanley, Composer, Lyricist - PAUL WESTERBERG, Guitar, Vocals - The Replacements, MainArtist - CHRIS MARS, Drums - TOMMY STINSON, Bass - Slim Dunlap, Guitar - Justin Perkins, Masterer - Timothy R. Powell, Recorded by - Kevin Easton, Assistant Engineer - Isa Helderman, Assistant Engineer

2019 Warner Records Inc. 2019 Rhino Entertainment Company, a Warner Music Group Company.

Album Description

Thirty years later, Paul Westerberg and the rest of The Replacements are having another shot at getting their sixth 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").

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. © Annie Zaleski / Qobuz

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