'Dead Man's Pop': Salvaging the Reputation of the Replacements' Divisive Penultimate Album

Paul Natkin/Wire Image
The Replacements photographed on Jan. 26, 1989 in Minneapolis. 

The narrative around The Replacements' highest-charting studio album, 1989's Don't Tell A Soul, is that the creative process for their sixth LP was mired in fistfights, failure and drunken tomfoolery. But the new box set Dead Man's Pop -- which features a remixed version of the original LP along with a second disc of studio rarities (including five tracks in collaboration with Tom Waits) and a pristine two-disc live album recorded in Milwaukee – shines a significantly more positive light on their penultimate album.

For a strong number of Mats fans, the original 11-song set has become a beloved entry in the influential band's catalog. Sure, it was a far slicker affair than Stink, but the music that Paul Westerberg, Tommy Stinson and Chris Mars had created with new guitarist Slim Dunlap and a young producer named Matt Wallace (who, that same year, also helmed Faith No More's landmark third LP The Real Thing) reached a new peak in maturity and introspection, which the group had been inching toward since 1985's Tim and 1987's Pleased to Meet Me.

But when they turned in the original version of Don't Tell A Soul, the suits at Sire felt it needed a little more spit-and-shine before taking it to market. They wound up handing it off to the man known as "Lord of the Mix," Chris Lord-Alge, already knee-deep in 1989 with credits on Prince's Batman soundtrack, Michael Penn's March, Tina Turner's Foreign Affair and the solo debut of Holly Johnson from Frankie Goes to Hollywood.

"Chris Lord-Alge's accomplishments and achievements are totally unassailable," admits Replacements biographer Bob Mehr, who played a key role in the creation of the Dead Man's Pop box set, writing the liner notes and acquiring the tapes preserved inside Slim Dunlap's house for 30 years. "I think at the time it was really important for the Replacements to make that move, because it's important to point out that they were 10 years into a career, which is a long time for a band to be together and striving yet not really breaking through. It was their third major label album, and there was both this internal and external pressure for this record to do something commercially. And it was time for The Replacements to take that chance, and it worked to an extent obviously, given the album's success at radio and MTV at the time." Don't Tell a Soul is the band's highest-charting studio album on the Billboard 200 (No. 57) and produced their only Billboard Hot 100 hit, "I'll Be You" (No. 51).

However, for the band's diehard cult fanbase, the commercial sheen of Don't Tell A Soul was a bridge too far, especially for those who were around to enjoy the blue-collar chaos of such early Twin/Tone whirlwinds as their 1981 debut Sorry Ma, Forgot to Take Out the Trash and 1983's Hootenanny. Much of the blame was unfairly placed on the person whose name was featured on the production credits.

"I have a lot of friends who are rabid Replacements fans who were not into Don't Tell A Soul at all and accused me of spoiling the band on them," reveals Wallace. "But a lot of that had to do with Chris' mix, which was very glossy and slick. He put the chorus on the guitars and gave the drums that big gated sound. But he did what the label and management wanted him to do, so I can't fault him for that at all. It's just that Paul and I had talked about making the record sound more classic in a way that you couldn't tell what year it was made at all. It could have come from 1968 or 1998. We wanted it to sound like something not beholden to a specific timeframe. But, for better or for worse, the sound on the mixes of the original version of Don't Tell A Soul certainly watermarks it for a certain time."

Luckily, the treasures found on the tapes discovered at Dunlap's house include Wallace's original mix of Don't Tell A Soul, which he put together on the fly in a day while finishing up the album at Prince's Paisley Park Studios. For the producer, it served as the perfect opportunity to remedy a situation that has been something of a thorn in the side of both Wallace and the band since 1989.

"The biggest difference in the way I went and remixed this album is that I didn't use any gated reverb on it," Wallace explains to Billboard. "I didn't use any choruses on the guitars. I tried to make a record where you can hear more of the charm of the band and the real intrinsic things that happen between the guitar interplay. I wanted people to hear the personalities of the guitars like left and right -- Slim's guitar vs. Paul's guitar. I wanted them to hear the nuances of the background vocals. Paul's backup vocals are strong and confident, whereas Slim and Chris' were more tentative and melancholic. To me, a lot of that stuff was lost because Chris [Lord-Alge] wanted to make it stand up and catch people's ears, which he did a great job at accomplishing. Paul and I tried to work with Chris, but Chris had this job he was hired to do, which was to make the album sound like it was on steroids. That was his watermark, so to speak. It was the bestselling Replacements album so far, so he did take it to a higher level. Just not as high as we wanted to go in terms of that timeless feeling we were trying to capture initially."

"I think a lot of people misunderstood that Matt had recorded and produced a really great record -- a record that I think was a classic Replacements record," adds Mehr. "But then obviously the mix got handed off and taken out of his control and that's all people heard when they listened to this album. The general public might not get the nuances of recording and producing and mixing and all that, so the blame tended to fall on Matt. Which was unfortunate, because Matt is not only a great and successful producer, but he's worked on a lot of different things from Faith No More to Maroon 5 to John Hiatt. We know he's really done great work, and I think it's a little weird to have made a great record with the Replacements but not have that version come out, so the public hears something else. This box set was the opportunity for Matt to finish the job he started 30 years ago."

While Dead Man's Pop does bring a sense of redemption for Wallace and where he stands in the mix, both he and Mehr agree the true hero of this project is Slim Dunlap, whose foresight as the eldest member of the Mats led him to keep the reels of their sessions stashed away in his basement for all these years. Even though Slim remains incapacitated following complications from a stroke in 2012, his hindsight serves as an indispensable catalyst for getting this project off the ground. And it's amazing to hear just how much this 'Redux' mix of Don't Tell A Soul reveals what his distinctive style of guitar playing brought to the table. 

"Another thing I really love about what Matt Wallace has done with this new mix is how you can hear a lot more elements of the interplay between them and the air in the room, especially from Slim Dunlap and Paul Westerberg," opines Mehr. "This was Slim's first studio album with the band. He brought more of an element of country and blues into the mix, which Paul really loved. And just in terms of his playing style, Slim was a very atmospheric, ambient guitar player. He played with a thumb pick. He literally built his own guitar effects. When you say somebody has a distinctive sound, nobody is more distinctive than Slim, from the approach he took to the guitar to the gear he was using. And you can hear that so much more clearly on this Redux version."

"He was a little bit older than the band and myself and he certainly brought that level of experience," adds Wallace in reference to Dunlap. "He had been in the music business longer and played in a bunch of bands in Minneapolis. He was well known locally as this gunslinger guitarist with the ability to bring in all these different kinds of flavors to whatever projects he was working on. He was a pretty cool addition to the band. But he was ornery with me, though. He threatened to beat me up all the goddamned time. I think because he was new to the band and he wanted to establish that he was part of the team, he always had that 'with us or against us' mentality. He absolutely threatened me with physical harm throughout the sessions. He was definitely not the easiest guy to work with; he was pretty much like our crazy uncle (laughs). He'd say, 'if you mess with my guitars I'm going to kick your ass.'"

With the waxed-up hair and painted shoes, Don't Tell A Soul offered up a shinier, more commercially viable version of the Mats that many fans refused at the time. But for others, it was perfect upon arrival, providing a portal for the multitudes beyond college radio and the 'zine scene to discover and fall in love with this Great American Rock n' Roll Band thanks to classic fare such as "Talent Show," "I'll Be You," "We'll Inherit The Earth" and the gorgeous ballad "They're Blind."

"This album was the most they were on radio, the most they were on MTV," recalls Mehr. "For a lot of people, Don't Tell A Soul was their entry point and their first exposure to The Replacements. Now, some of them stayed with them and went backwards into their catalog and all that stuff. So this era of the band is pretty special to many people, even though at the same time older, more longer term Mats fans resisted what this record was in its original release. My hope now is those people who maybe dismissed it before can go back and listen and see this album very much as a crucial part of the Replacements' catalog and their evolution as artists."

"This version on Dead Man's Pop is pretty much the way Paul and I talked about making the record and how we wanted it mixed and achieving the certain aesthetic we were looking for," Wallace states. "I think Paul is pretty happy with what we got accomplished. Tommy, too. We all really wanted it to have that classic sound we were hoping to achieve in the beginning. We didn't want it to have the earmark of any era. That was our goal. There were friends who thought I literally ruined the band. They'd come at me like, 'This is not how the Replacements are supposed to sound.' It's like, 'Dude, if you could have heard it how we originally did it, you'd think it was a great record.' And now they can."

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