It was the biggest and most polished album of the band's career. Considering the band, though, it's no surprise that producer Matt Wallace has heard a lot of ire about "Don't Tell a Soul" over the years.
"I've had fans say to me outright, 'You ruined the Replacements!' " Wallace revealed.
The record in question finally brought scrappy Midwestern songwriting genius Paul Westerberg and his repeatedly self-sabotaging Minneapolis quartet to MTV and commercial rock radio in 1989. But many purists from the Replacements' more ragtag, thunder-and-blunder early years thought "Don't Tell a Soul's" modest success came at a sell-your-soul price.
The album's final mix — not of Wallace's doing — was tailored to the sonic flavor of the day for radio purposes. It sounded dated even by the time 1999 rolled around.
Turns out, though, that wasn't the final mix, and now the producer gets the final say.
Enter "Dead Man's Pop," a new four-disc Replacements box set from Rhino/Warner Bros. Records. If not a full-blown makeover of "Don't Tell a Soul," the new expanded collection — which hits stores next Friday in vinyl and CD format — at least feels like a do-over, and a worthy one at that.
"Producing that record was a once-in-a-lifetime opportunity for me," said Wallace, whose other production credits include albums by Faith No More, the Monkees, Maroon 5 and "14 Songs," Westerberg's 1993 solo debut.
"Obviously, I'm thrilled to finally get this one right."
Named after a line Westerberg said in an interview about his brand of melodic, Beatles/Big Star-style guitar pop being out of vogue in 1989, "Dead Man's Pop" features a two-disc live set from the "Don't Tell a Soul" tour and one disc of outtakes. The latter disc includes nine tracks from a famously disastrous — but not entirely fruitless — 10-day recording session in Bearsville, N.Y., plus a drunken six-song Los Angeles session with 'Mats admirer Tom Waits. (Really more like three songs and three tracks' worth of revelry, but whatever.)
The centerpiece of the new collection, though, is the earlier, rawer version of "Don't Tell a Soul" that Wallace mixed himself at then-new Paisley Park Studios back in 1988 before handing the album off to Warner Bros.
Replacements biographer Bob Mehr, who coproduced the new box set, succinctly summed up Wallace's original mix this way: "Whether or not it's the better version of the album, it's the one that sounds more like the Replacements."
'Shiny and commercial'
The biggest difference in Wallace's mix is the lack of "compression," the sonic technique used to clean up and make crisp guitars and drums for prospective radio play circa 1989. That was all done by an A-list sonic engineer Warner Bros. hired to mix the album after Wallace, Chris Lord-Alge, who would later add his finishing finesse to big albums by Green Day, Smashing Pumpkins and many other '90s staples.
"Chris did exactly what he was hired to do, make it sound shiny and commercial," Wallace said. "It just wasn't what I and, more importantly, Paul had wanted. "
The song arrangements are also noticeably different in Wallace's mix. Drummer Chris Mars' kick drum sputters to life in the opening song "Talent Show" while Westerberg picks a very discernible banjo. The single "I'll Be You" stirs a tad slower and is laced with acoustic slide guitar. The power ballad "They're Blind" actually sounds powerful and dramatic without all the sonic sheen.
Most drastic of all, the deeper cuts "Darlin' One" and "Rock 'n' Roll Ghost" sound way more emotional and climactic, recasting them as two of the most tender and just plain best songs in Westerberg's entire canon. Also, the backing vocals and dueling guitar parts are much more distinctive throughout Wallace's mix.
"You really just hear a lot more going on," Mehr raved.
Said Wallace, "I think there's a sharper contrast between the vocals — which are more melancholic and almost tentative at times — and those loud guitars, which is really at the core of what Replacements are about. A lot of those sensitive lyrics and tender melodies got lost in the final mix, and the distinctiveness of the guitar parts was lost, too."
Wallace figured his mix of the record had vanished into the music-biz ether, or maybe to the bottom of the Mississippi River (where some earlier Replacements master tapes famously wound up). But the reel-to-reel tapes were actually just stashed away in the basement of guitarist Bob "Slim" Dunlap's house in south Minneapolis.
When she discovered the tapes in 2014, Slim's wife, Chrissie Dunlap, was a bit aghast at first that her husband — sidelined by a severe stroke in 2012 — might be in trouble.
"The first thing I noticed when I found the seven tapes in a cupboard in our basement was 'Paisley Park' [written on them], and my first thought was that Slim was holding out on Prince stuff," recalled Chrissie, who later learned that this was just another way Slim's old band wanted to protect its recording legacy.
"Slim certainly proved worthy of Paul's trust in hiding them, because for over 30 years he told no one we had them, and remarkably they were not corroded."
'Quieter side to these songs'
Fittingly, "Dead Man's Pop" repositions Slim as something of an unsung hero from the Replacements' most high-profile era. Dunlap had only just joined the Replacements on tour in 1987 after the firing of Bob Stinson — bassist Tommy Stinson's late brother — but he was already proving a valuable player and something of an anchoring presence in the studio in 1988.
"At first, Slim really stood back more and just cheered Paul on, which was probably good for Paul," Wallace said. "But as time wore on, Paul and I and the whole band realized Slim was an integral and exceptional element.
"You can really hear it now in his playing and his background vocals. Slim provided a nice yin/yang from Tommy and Paul's bluster. He was more gentle and brought out a quieter side to these songs, which really was called for."
Dunlap's presence is also heavily felt on the more blustery two-disc live set, recorded at the University of Wisconsin-Milwaukee's student union ballroom the night before the band returned home to play Roy Wilkins Auditorium in St. Paul in June 1989. Five of these live tracks were released on a promo CD, "Inconcerated," which became a beloved collectible for fans after Warner Bros. issued it to promote the single "Achin' to Be."
"Slim was so solid as a player, he allowed Paul and Tommy to wing it more in the shows without everything falling apart like it used to," observed Mehr, comparing it to the well-received "Live at Maxwell's" two-disc set issued by Rhino in 2017 from a 1986 tour. "They're really very different shows."
Still, the unequivocal star of "Dead Man's Pop" is Westerberg; specifically Westerberg the songwriter.
As is detailed in a booklet Mehr penned for the box set, the 30-year-old tunesmith had started incorporating more allegory and other literary techniques in his tunes. And he took ample outside inspiration from women in his life, including Lori Bizer, the girlfriend who became his first wife, and 89.3 the Current DJ Mary Lucia, his younger sister.
"Paul was really changing and growing as a writer," Mehr said. "After a decade as a band, and now a deal with a major label, the pressure really was on for them to deliver a hit. It was as if the internal clock was ticking in the band.
"Out of that came what's really the most involved, drawn-out album of the Replacements' career. They worked in four studios with two different producers over many months, and only played one live show that whole year [1988], which was unprecedented for them."
That pressure explains why the band allowed "Don't Tell a Soul" to be so heavily slicked up in the end. Hearing Wallace's original mix of the album now, it's equally apparent why Westerberg gave this new box set a green light.
"Paul has long said he thought there's too much goop on that record," Mehr said in lieu of the frontman's own perspective.
Westerberg predictably isn't doing interviews related to "Dead Man's Pop." Since he and Stinson finished their last string of the rather rapturously received Replacements reunion gigs in 2016, the singer has gone back to his relatively quiet and reclusive life in his native south Minneapolis. There's no sign of him issuing new music anytime soon.
One of the few music-biz types Westerberg has stayed in touch with over the years — he's the only producer twice enlisted to co-helm one of his records — Wallace said he invited the frontman to go over the original mixes with him last year.
"He said, 'No, just do your thing,' " the producer recalled. "He and I had already talked a lot over the years about what should and shouldn't be on that record, going back to 1989. I think I already had his trust."
It's finally clear why.
The Turf Club is hosting a "Dead Man's Pop" listening party on Thursday with giveaways (7 p.m., free).
